EXHIBIT 8.1
February 23, 1998
Hewlett-Packard Company
0000 Xxxxxxx Xxxxxx
Xxxx Xxxx, XX 00000
Ladies and Gentlemen:
This opinion is being delivered pursuant to Section 6.1(d) of the Agreement
and Plan of Reorganization, dated as of December 29, 1997 (the
"Reorganization Agreement"), among Hewlett-Packard Company, a California
corporation ("Parent"), Whistler Acquisition Corporation, a Delaware
corporation and wholly-owned subsidiary of Parent ("Merger Sub"), and
Heartstream, Inc., a Delaware corporation (the "Company"). Pursuant to the
Reorganization Agreement, Merger Sub will merge into the Company (the
"Merger").
Except as otherwise provided, capitalized terms not defined herein have the
meanings set forth in the Reorganization Agreement. All section references,
unless otherwise indicated, are to the Internal Revenue Code of 1986, as
amended (the "Code").
The undersigned is counsel to Parent. As such, and for the purpose of
rendering this opinion, counsel has examined the originals, certified copies
or copies otherwise identified to our satisfaction as being true copies of
the original of the following documents (including all exhibits and schedules
attached thereto):
(a) The Reorganization Agreement;
(b) The Registration Statement on Form S-4 to be filed on or about
February 24, 1998 by Parent with the Securities and Exchange Commission (the
"Registration Statement");
(c) Representation letters of Xxxxxx and Merger Sub and the Company
(the "Officer's Certificates"); and
(d) Such other instruments and documents related to the formation,
organization and operation of Parent, Merger Sub and the Company and related
to the consummation of the Merger and the transactions contemplated thereby
as we have deemed necessary or appropriate.
In connection with rendering this opinion, it has been assumed (without any
independent investigation or review thereof) that:
1. Original documents (including signatures) are authentic, documents
submitted to us
as copies conform to the original documents, and there is (or will be prior
to the Closing) due execution and delivery of all documents where due
execution and delivery are a prerequisite to the effectiveness thereof;
2. The truth and accuracy at all relevant times, of all
representations, warranties and statements made or agreed to by Parent,
Merger Sub and the Company, their managements, employees, officers, directors
and stockholders in connection with the Merger, including but not limited to
those set forth in the Reorganization Agreement (including the exhibits) and
the Officer's Certificates; and that all covenants contained in such
agreements are or will be performed without waiver or breach of any material
provision thereof; and
3. There is no plan or intention on the part of the Company's
stockholders to engage in a sale, exchange, transfer, distribution, pledge or
other disposition (including a distribution by a corporation to its
stockholders) or any transaction which would result in a reduction of risk of
ownership, or a direct or indirect disposition (a "Sale") of shares of Parent
Common Stock to be received in the Merger that would reduce the Company
stockholders' ownership of Parent Common Stock to a number of shares having
an aggregate fair market value, as of the Effective Time, of less than fifty
percent (50%) of the aggregate fair market value of all of the capital stock
of the Company outstanding immediately prior to the consummation of the
Merger. Shares of the Company capital stock which are sold, redeemed or
disposed of in a transaction that is in contemplation of or related to the
Merger shall be considered shares of capital stock of the Company which are
exchanged in the Merger for shares of Parent Common Stock which are then
disposed of pursuant to the plan.
Based on our examination of the foregoing items and subject to the
limitations, qualifications, assumptions and caveats set forth herein, we are
of the opinion that:
(a) For federal income tax purposes, the Merger will qualify as a
"reorganization" as defined in Section 368(a); and
(b) The discussion entitled "Certain Federal Income Tax Considerations"
in the Prospectus constituting a part of the Registration Statement insofar
as it relates to the statements of law or legal conclusions is correct in all
material respects.
This opinion does not address the various state, local or foreign tax
consequences that may result from the Merger. In addition, no opinion is
expressed as to any federal income tax consequences of the Merger except as
specifically set forth herein and this opinion may not be relied upon except
with respect to the consequences specifically discussed herein.
No opinion is expressed as to any transaction other than the Merger as
described in the Reorganization Agreement or to any other transaction
whatsoever including the Merger if all the transactions in the Reorganization
Agreement are not consummated in accordance with the terms of the
Reorganization Agreement and without waiver of any material provision
thereof. To the extent any of the representations, warranties, statements
and assumptions material to our opinion and upon which we have relied are not
complete, correct, true and accurate in all material respects at all relevant
times, our opinion would be adversely affected and should not be relied upon.
This opinion only represents our best judgment as to the federal income
tax consequences of the Merger and is not binding on the Internal Revenue
Service or the courts. The conclusions are based on the Code, existing
judicial decisions, administration regulations and published rulings. No
assurance can be given that future legislative, judicial or administrative
changes would not adversely affect the accuracy of the conclusions stated
herein. Nevertheless, by rendering this opinion, we undertake no
responsibility to advise you of any new developments in the application or
interpretation of the federal income tax laws.
This opinion may not be relied upon or utilized for any other purpose or
by any other person or entity, and may not be distributed or otherwise made
available to any other person or entity without our prior written consent.
We hereby consent to the reference to this opinion in (and its filing as an
exhibit to) the Registration Statement.
Sincerely,
/s/ XXXXX X. XXXXXXXX
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Xxxxx X. Xxxxxxxx
Tax Counsel
Hewlett-Packard Company
