EXHIBIT 8
[HILL & XXXXXX LETTERHEAD]
NOVEMBER 21, 1997
HPR Inc.
000 Xxxxx Xxxxxx
Cambridge, Massachusetts 02142
Ladies and Gentlemen:
This opinion is being delivered in connection with the Agreement of Merger
("Merger Agreement"), dated as of September 27, 1997, by and among HBO & Company
("Parent"), HBO & Company of Georgia ("Purchaser"), and HPR Inc. ("Acquired
Company"). Pursuant to the Merger Agreement, Acquired Company will merge with
and into Purchaser (the "Merger"), and Purchaser will be the survivor. This
opinion is issued with respect to certain Federal income tax consequences of the
Merger. Reference to such opinion is made in the Proxy Statement/Prospectus of
Parent and Acquired Company, dated November 21, 1997 (the "Proxy
Statement/Prospectus").
All capitalized terms not otherwise defined herein have the meaning assigned
to them in the Merger Agreement. All section references, unless otherwise
indicated, are to the Internal Revenue Code of 1986, as amended (the "Code").
We have acted as legal counsel to Acquired Company in connection with the
Merger. As such, and for the purpose of rendering this opinion, we have examined
(or will examine on or prior to the Effective Time of the Merger) and are
relying (or will rely) upon (without any independent investigation or review
thereof) the truth and accuracy, at all relevant times, of the statements,
covenants, representations and warranties contained in the following documents:
1. The Merger Agreement;
2. The Proxy Statement/Prospectus;
3. Representations made to us by Xxxxxx and Purchaser;
4. Representations made to us by Acquired Company;
5. Representations made to us by certain holders of five percent (5%)
or more of the Acquired Company stock;
6. Such other documents, records and matters of law as in our judgment
were necessary or appropriate.
In connection with rendering this opinion, we have assumed (without any
independent investigation or review thereof) that original documents (including
signatures) are authentic, that documents submitted to us as copies conform to
the original documents, and that there has been (or will be by the Effective
Time of the Merger) due execution and delivery of all documents where due
execution and delivery are prerequisites to the effectiveness thereof. We have
assumed that the Merger will be consummated pursuant to applicable state law in
accordance with the Merger Agreement and as described in the Proxy
Statement/Prospectus.
Based on our examination of the foregoing items and subject to the
assumptions, exceptions, limitations and qualifications set forth herein, we are
of the opinion that, for Federal income tax purposes:
1. The Merger will qualify as a reorganization pursuant to Section
368(a) of the Code;
2. No gain or loss will be recognized by Acquired Company as the result
of the consummation of the Merger;
3. No gain or loss will be recognized by an Acquired Company
stockholder upon the exchange of the shares of Acquired Company Common Stock
for shares of Parent Common Stock pursuant to the Merger, except on the
receipt of cash in lieu of a fractional share interest in Parent Common
Stock;
4. The aggregate adjusted tax basis of shares of Parent Common Stock
received (including fractional share interests deemed received) by an
Acquired Company stockholder as the result of the Merger will be the same as
the aggregate adjusted tax basis of the shares of Acquired Company Common
Stock surrendered in exchange therefor;
5. The holding period of the shares of Parent Common Stock received
(including fractional share interests deemed received) by an Acquired
Company stockholder as a result of the Merger will include the holding
period of the shares of Acquired Company Common Stock surrendered in
exchange therefor, provided that such Acquired Company Common Stock is held
as a capital asset by the Acquired Company stockholder at the consummation
of the Merger; and
6. An Acquired Company stockholder who receives cash in lieu of a
fractional interest in a share of Parent Common Stock will be treated as if
the fractional share were distributed as part of the exchange and then as
having received a cash distribution in redemption of such fractional share,
which would be taxed as provided in Section 302 of the Code.
In addition to the assumptions set forth above, this opinion is subject to
the exceptions, limitations and qualifications set forth below.
1. This opinion represents and is based upon our best judgment
regarding the application of Federal income tax laws arising under the Code,
existing judicial decisions, administrative regulations and published
rulings and procedures. Our opinion is not binding upon the Internal Revenue
Service or the courts, and we cannot provide assurance that the Internal
Revenue Service will not assert a contrary position. Furthermore, we cannot
provide assurance that future legislative, judicial or administrative
changes would not, on either a prospective or retroactive basis, adversely
affect the accuracy of the conclusions stated herein. Moreover, we undertake
no responsibility to advise you of any new developments in the application
or interpretation of the Federal income tax laws as they might relate to
this opinion.
2. This opinion addresses only whether the Merger will qualify as a
reorganization under Section 368(a) of the Code and the tax consequences
listed above. The opinion does not address any other Federal, state, local
or foreign tax consequences that may result from the Merger or any other
transaction.
3. No opinion is expressed as to any transaction other than the Merger
as described in the Merger Agreement. Moreover, we have assumed that all the
transactions described in the Merger Agreement have been or will be
consummated in accordance with the terms of such Merger Agreement and
without waiver or breach of any material provision thereof and that all of
the representations, warranties, statements and assumptions upon which we
have relied remain true and accurate at all relevant times. In the event
that any of these assumptions upon which we have relied is incorrect, this
opinion may be adversely affected and be unable to be relied upon.
4. This opinion has been delivered to you for the purpose of satisfying
the condition set forth in Section 7.5 of the Merger Agreement and is
intended solely for your benefit. It may not be relied upon for any other
purpose or by any other person or entity, and may not be made available to
any other person or entity, without our prior written consent.
5. We hereby consent to the filing of this opinion as Exhibit 8 to the
Registration Statement on Form S-4 (File No. 333-40087) filed with the
Securities and Exchange Commission by Parent and the
reference to this firm under the headings "Certain Federal Income Tax
Consequences" and "Certain Legal Matters" in such Registration Statement.
Very truly yours,
Xxxx & Xxxxxx, a Professional
Corporation
/s/ Xxxxxx X. Xxxxxxx___________________
Xxxxxx X. Xxxxxxx,
a Member of the Firm
