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EXHIBIT 8.2
[Xxxxxxxxxx, Xxxxxxx, Xxxxxx & Xxxxxxxxxx, L.L.P. Letterhead]
November 12, 1997
Tecnol Medical Products, Inc.
0000 Xxxxxxxxxx Xxxx Xxxx.
Fort Worth, Texas 76180
Ladies and Gentlemen:
We refer to the Agreement and Plan of Merger dated as of September 4,
1997 (the "Merger Agreement") among Xxxxxxxx-Xxxxx Corporation, a Delaware
corporation ("Parent"), Vanguard Acquisition Corp., a Delaware corporation and
a direct wholly-owned subsidiary of Parent ("Sub"), and Tecnol Medical
Products, Inc., a Delaware corporation (the "Company"), which provides for the
merger (the "Merger") of Sub with and into the Company on the terms and
conditions therein set forth, the time at which the Merger becomes effective
being hereinafter referred to as the "Effective Time." Capitalized terms used
but not defined herein have the meanings specified in the Merger Agreement.
As provided in the Merger Agreement, at the Effective Time, by reason
of the Merger: (i) all outstanding Shares then owned by the Company or any
direct or indirect subsidiary of the Company and all outstanding Shares then
owned by Parent, Sub or any other direct or indirect subsidiary of Parent
(which, in each case described in clause (i), are not held on behalf of third
parties) will be canceled, and no capital stock of Parent or other
consideration will be delivered in exchange thereof; (ii) each then outstanding
share of capital stock of Sub will be converted into one share of common stock
of the Surviving Corporation; and (iii) each then outstanding Share (other than
Shares canceled as described in clause (i) above) will be converted into, and
become exchangeable for, 0.42 of a validly issued, fully paid and nonassessable
share of Parent Common Stock (subject to adjustment in certain circumstances),
including the corresponding percentage of Parent Rights, with cash being paid
in lieu of fractional shares of Parent Common Stock. Accordingly, immediately
following the Merger, the former holders of Shares (other than Shares described
in clause (i) above) will hold Parent Common Stock issued in the Merger (and
Parent Rights and cash in lieu of any fractional shares of Parent Common Stock)
and the Company, as the surviving corporation, will be a wholly-owned
subsidiary of Parent. The Merger and the Merger Agreement are more fully
described in Parent's Registration Statement on Form S-4 (the "Registration
Statement") which is being filed by Parent with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as
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Tecnol Medical Products, Inc.
November 12, 1997
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amended. The Registration Statement includes the Proxy Statement/Prospectus
(the "Prospectus") of Parent and the Company.
In rendering the opinions expressed below, we have relied upon the
accuracy and completeness of the facts, information and representations, and
the completeness of the covenants, contained in the Merger Agreement, the
Prospectus and such other documents as we have deemed relevant and necessary.
Such opinions are conditioned, among other things, not only upon the accuracy
and completeness thereof as of the date hereof, but also the continuing
accuracy and completeness thereof as of the Effective Time. Moreover, we have
assumed the absence of any change to any of such instruments between the date
hereof and the Effective Time.
We have assumed the authenticity of all documents submitted to us as
originals, the genuineness of all signatures, the legal capacity of all natural
persons and the conformity with original documents of all copies submitted to
us for our examination. We have also assumed: (i) that the transactions
related to the Merger or contemplated with the Merger Agreement will be
consummated (A) in accordance with the Merger Agreement and (B) as described in
the Prospectus; (ii) that the Merger will qualify as a statutory merger under
the laws of the State of Delaware; and (iii) the accuracy as of the date
hereof, and the continuing accuracy as of the Effective Time, of the written
statements made by executives of Parent and the Company contained in the Parent
Tax Certificate and the Company Tax Certificate, respectively, and the written
statements made by certain stockholders of the Company.
In rendering the opinions expressed below, we have considered the
applicable provisions of the Internal Revenue Code of 1986, as amended (the
"Code"), Regulations promulgated thereunder by the United States Treasury
Department (the "Regulations"), pertinent judicial authorities, rulings of the
Internal Revenue Service and such other authorities as we have considered
relevant. It should be noted that the Code, the Regulations and such judicial
authorities, rulings and other authorities are subject to change at any time
and, in some circumstances, with retroactive effect; and any such change could
affect the opinions stated herein.
Based upon and subject to the foregoing, it is our opinion, as counsel
for Tecnol Medical Products, Inc., that for federal income tax purposes:
(1) The Merger will constitute a "reorganization" within
the meaning of Section 368(a) of the Code, and the Company, Sub and
Parent will each be a party to such reorganization within the meaning
of Section 368(b) of the Code.
(2) No gain or loss will be recognized by Parent or the
Company as a result of the Merger.
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Tecnol Medical Products, Inc.
November 12, 1997
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(3) No gain or loss will be recognized by the stockholders
of the Company upon the exchange of their Shares solely for shares of
Parent Common Stock pursuant to the Merger, except with respect to
cash, if any, received in lieu of fractional shares of Parent Common
Stock.
(4) The aggregate tax basis of the shares of Parent Common
Stock received by a stockholder solely in exchange for Shares pursuant
to the Merger (including fractional shares of Parent Common Stock for
which cash is received) will be the same as the aggregate tax basis of
the Shares exchanged therefor.
(5) The holding period for shares of Parent Common Stock
received by a stockholder in exchange for Shares pursuant to the
Merger will include the holding period that such Shares were held by
the stockholder, provided such Shares were held as capital assets by
such stockholder at the Effective Time.
(6) A stockholder of the Company who receives cash in lieu
of a fractional share of Parent Common Stock will recognize gain or
loss equal to the difference, if any, between such stockholder's tax
basis in such fractional share and the amount of cash received.
Except as expressly set forth in paragraphs (1) through (6), inclusive,
you have not requested, and we do not herein express, any opinion concerning
the tax consequences of, or any other matters related to, the Merger.
The opinions set forth above may not be applicable to stockholders of
the Company that received their Shares as compensation or that are foreign
corporations, foreign partnerships or other foreign entities or individuals who
are not citizens or residents of the United States.
We assume no obligation to update or supplement this letter to reflect
any facts or circumstances which may hereafter come to our attention with
respect to the opinions expressed above, including any changes in applicable
law which may hereafter occur.
We hereby consent to the filing of this letter as an Exhibit to the
Registration Statement and to all references to our Firm included in or made a
part of the Registration Statement.
Very truly yours,
/s/ XXXXXXXXXX, XXXXXXX, XXXXXX &
XXXXXXXXXX, A Registered Limited
Liability Partnership
