Exhibit 8.1
Execution Copy
[logo of Xxxxx Xxxxx]
Xxxxx Xxxxx Xxxxxxxx & XxXxxxxxx PC
Attorneys and Counselors
126 Years of Service
August 13, 2001
ZiaSun Technologies, Inc.
000 Xxx Xxxxxxx Xxxxx, Xxxxx 000
Xxxxxx Xxxxx, XX 00000
Re: Agreement and Plan of Merger, dated May 3, 2001 between ZiaSun
Technologies, Inc. and Telescan, Inc.
Ladies and Gentlemen:
We have acted as counsel to ZiaSun Technologies, Inc., a Nevada
corporation ("ZiaSun") in connection with the Agreement and Plan of Merger
(the "Merger Agreement") dated as of May 3, 2001, between Telescan, Inc.
("Telescan"), a Delaware corporation, and ZiaSun, pursuant to which ZiaSun and
Telescan organized INVESTools, a Delaware corporation ("INVESTools"), ZiaSun
Merger Sub, a Nevada corporation and a wholly owned subsidiary of INVESTools
("ZiaSun Merger Sub"), shall be merged with and into ZiaSun with ZiaSun
surviving as a subsidiary of INVESTools (the "ZiaSun Merger"), and Telescan
Merger Sub, organized as a Delaware corporation and a wholly owned subsidiary
of INVESTools ("Telescan Merger Sub"), shall be merged with and into Telescan
with Telescan surviving as a subsidiary of INVESTools (the "Telescan Merger"
and, together with the ZiaSun Merger, the "Mergers") on the terms and
conditions set forth therein, the time at which the Mergers become effective
being hereafter referred to as the "Effective Time." For purposes of this
opinion, capitalized terms used and not otherwise defined herein shall have
the meaning ascribed thereto in the Merger Agreement. This opinion is being
delivered in connection with Telescan's Registration Statement on Form S-4
relating to the proposed Mergers pursuant to the Merger Agreement (the
"Registration Statement") to which this opinion appears as an exhibit.
In acting as counsel to XxxXxx in connection with the Mergers, we have,
in preparing our opinion, as hereinafter set forth, participated in the
preparation of the Merger Agreement and the preparation and filing of the
Registration Statement.
You have requested that we render the opinion set forth below. In
rendering such opinion, we have assumed with your consent that (i) the Mergers
will be effected in accordance with the Merger Agreement, (ii) the statements
concerning the Mergers set forth in the Merger Agreement and the Registration
Statement are true, complete and correct and will remain true, complete and
correct at all times up to and including the Effective Time, (iii) the
representations made by
ZiaSun Technologies, Inc. Execution Copy
August 13, 2001
Page 2
Telescan, ZiaSun, INVESTools, Telescan Merger Sub and ZiaSun Merger Sub in
their respective letters delivered to us for purposes of this opinion (the
"Representation Letters") are true, complete and correct and will remain true,
complete and correct at all times up to and including the Effective Time, and
(iv) any representations made in the Representation Letters "to the knowledge
of," or based on the belief of, Telescan, ZiaSun, INVESTools, Telescan Merger
Sub and ZiaSun Merger Sub or similarly qualified are true, complete and
correct without such qualification. We have also assumed that the parties have
complied with and, if applicable, will continue to comply with, the covenants
contained in the Merger Agreement.
We have examined the documents referred to above and the originals, or
duplicates or certified or conformed copies, of such records, documents,
certificates or other instruments and made such other inquiries as in our
judgment are necessary or appropriate to enable us to render the opinion set
forth below. We have not, however, undertaken any independent investigation of
any factual matter set forth in any of the foregoing.
If any of the above-described assumptions are untrue for any reason or if
the Mergers are effected on a factual basis different from that contemplated
in the Merger Agreement and the Registration Statement the opinion expressed
herein may be inapplicable. Our opinion is based on the Internal Revenue Code
of 1986, as amended (the "Code"), Treasury Regulations, administrative
interpretations, and judicial precedents as of the date hereof. If there is
any subsequent change in the applicable law or regulations, or if there are
subsequently any new applicable administrative or judicial interpretations of
the law or regulations, the opinion expressed herein may become inapplicable.
Based on and subject to the foregoing, we hereby confirm our opinion set
forth in the discussion contained in the Registration Statement under the
caption "THE MERGER--Material U.S. Federal Income Tax
Consequences--Consequences of the Transaction to U.S. Holders."
We express our opinion herein only as to those matters specifically set
forth in the Registration Statement and no opinion should be inferred as to
the tax consequences of the Mergers under any state, local or foreign law, or
with respect to other areas of United States federal taxation. We are members
of the Bar of the State of Utah, and we do not express any opinion herein
concerning any law other than the federal law of the United States.
We hereby consent to the filing of this opinion as Exhibit 8.1 to the
Registration Statement, and to the references to our firm name therein.
Very truly yours,
/s/ Xxxxx Xxxxx Xxxxxxxx & XxXxxxxxx, P.C.
XXXXX XXXXX XXXXXXXX & XXXXXXXXX, P.C.
