Exhibit 8.2
[LETTERHEAD OF XXXXXX & XXXXXXX]
June 13, 2000
Algos Pharmaceutical Corporation
0000 Xxxxxx Xxxxxxx
Xxxxxxx, Xxx Xxxxxx 00000-0000
Re: Agreement and Plan of Merger dated as of November 26, 1999,
By and among Endo Pharmaceuticals Holdings, Inc., Algos Pharmaceutical
Corporation, and Endo Inc.
Ladies and Gentlemen:
We have acted as tax counsel for Algos Pharmaceutical Corporation, a
Delaware corporation ("Algos"), in connection with the proposed merger (the
"Merger") of Algos with and into Endo, Inc. ("Endo"), a wholly owned subsidiary
of Endo Pharmaceuticals Holdings Inc., a Delaware corporation ("Endo
Pharmaceuticals"), pursuant to an Agreement and Plan of Merger, dated as of
November 26, 1999 (the "Merger Agreement"), by and among Endo Pharmaceuticals,
Algos, and Endo. Unless otherwise indicated, capitalized terms not defined
herein have the meanings set forth in the Merger Agreement.
In connection with the filing by Algos of a registration statement
(the "Registration Statement") on Form S-4, which includes the proxy
statement/prospectus relating to the Merger Agreement, Algos has requested our
opinion regarding certain United States federal income tax consequences of the
Merger. In providing our opinion, we have examined and are relying 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 (i) the Merger Agreement, (ii) the Registration
Statement to be filed by Algos with the Securities and Exchange Commission (the
"SEC"), to which this opinion appears as an exhibit, (iii) the certificates that
will be delivered to us at the effective time of the Merger by
June 13, 2000
Page 2
officers of Endo Pharmaceuticals and Algos, and (iv) such other documents and
corporate records as we have deemed necessary or appropriate for purposes of our
opinion.
In addition, we have assumed that:
1. Original documents (including signatures) are authentic, documents
submitted to us as copies conform to the original documents, and 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;
2. The Merger will be consummated in the manner contemplated by the
Registration Statement and in accordance with the provisions of the Merger
Agreement;
3. All statements, descriptions and representations contained in any
of the documents referred to herein or otherwise made to us are true and correct
in all material respects, and no such actions have been taken or will be taken
which are inconsistent with such statements, descriptions or representations or
which make any such statements, descriptions or representations untrue,
incorrect or incomplete in any material respect; and
4. Any statements made in any of the documents referred to herein
which are qualified by the limitation "to the knowledge of" or which are
otherwise similarly qualified are correct and will continue to be true, correct
and complete at all times up to and including the Closing Date, in each case
without qualification.
If any of the above-described assumptions are untrue for any reason or if the
Merger is consummated in a manner that is inconsistent with the manner in which
it is described in the Merger Agreement and Registration Statement, our opinion
as expressed below may be adversely affected and may not be relied upon.
Based on such facts, assumptions and representations and subject to the
limitation set forth in the Registration Statement, the statements in the
Registration Statement set forth under the caption "Material U.S. Federal Income
Tax Consequences of the Merger," to the extent such statements constitute
matters of law or legal conclusions, are the opinion of Xxxxxx & Xxxxxxx as to
the material federal income tax consequences relevant to holders of Algos common
stock who, pursuant to the Merger, exchange their Algos common stock for Endo
Pharmaceuticals common stock and warrants. Our opinion does not address U.S.
federal income tax consequences, which may vary with, or are contingent upon, a
shareholder's individual circumstances. In addition, our opinion does not
address any non-income tax or any foreign, state or local tax consequences of
the Merger.
This opinion represents and is based upon our best judgment regarding the
application of United States federal income tax laws arising under the Internal
Revenue Code of 1986, as amended, existing judicial decisions, administrative
regulations and published rulings and procedures. Our opinion is not binding
upon the Internal Revenue Service or the courts, and
2
June 13, 2000
Page 3
there is no assurance that the Internal Revenue Service will not assert a
contrary position. Furthermore, no assurance can be given that future
legislation, judicial or administrative changes, on either a prospective or
retroactive basis, would not adversely affect the accuracy of the conclusions
stated herein. Nevertheless, we undertake no responsibility to advise you or
your shareholders of any new developments in the application or interpretation
of the United States federal income tax laws after the effectiveness of the
Registration Statement.
This opinion is rendered to you for use in connection with the filing of
the Registration Statement with the SEC and is not to be used, circulated,
quoted or otherwise referred to for any other purpose without our express
written permission. We consent to the filing of this opinion as an exhibit to
the Registration Statement and to the references to our firm name therein. In
giving this consent, we do not admit that we are within the category of persons
whose consent is required under section 7 of the Securities Act of 1933, as
amended, or the rules or regulations of the SEC promulgated thereunder.
Very truly yours,
/s/ Xxxxxx & Xxxxxxx
XXXXXX & XXXXXXX
