1
EXHIBIT 8.1
[XXXXXX & AUSTIN LETTERHEAD]
February 7, 2000
Tellabs, Inc.
0000 Xxxxxxx Xxxxxx
Xxxxx, Xxxxxxxx 00000-0000
Ladies and Gentlemen:
We refer to the Agreement and Plan of Merger (the "Agreement") dated as
of December 21, 1999, by and among Tellabs, Inc., a Delaware corporation
("Tellabs"), Oriole Merger Corp., a Delaware corporation and a direct, wholly
owned subsidiary of Tellabs ("Oriole"), and Salix Technologies, Inc., a Delaware
corporation ("Salix"), which provides for the merger (the "Merger") of Oriole
with and into Salix, with Salix as the surviving corporation (the "Surviving
Corporation"), and the stockholders of Salix becoming stockholders of Tellabs,
all 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
Agreement.
As provided in the Agreement, at the Effective Time, by reason of the
Merger: (i) each issued and outstanding share of common stock, $.01 par value,
of Salix ("Salix Common Stock") and each issued and outstanding share of
preferred stock, $.01 par value, of Salix ("Salix Preferred Stock") (other than
shares of Salix Common Stock and Salix Preferred Stock to be canceled as
described below and Dissenting Shares) shall be converted solely into shares of
validly issued, fully paid and nonassessable shares of common stock, $.01 par
value, of Tellabs ("Tellabs Common Stock") and (ii) each share of Salix Common
Stock or Salix Preferred Stock that is owned by Salix as treasury stock and each
share of Salix Common Stock or Salix Preferred Stock that is owned by Tellabs or
by any of its wholly owned Subsidiaries shall be canceled and no Tellabs Common
Stock or other consideration shall be delivered in exchange therefor.
Approximately 10% of the number of shares of Tellabs Common Stock into which the
Salix Common Stock and the Salix Preferred Stock will be converted pursuant to
the Merger will be deposited in escrow to be held pursuant to the terms of the
Indemnity Agreement as security for indemnification obligations of the Salix
stockholders that may arise pursuant to the Agreement.
2
SIDLEY & AUSTIN CHICAGO
Tellabs, Inc.
February 7, 2000
Page 2
The Merger, the Agreement and the Indemnity Agreement are more fully
described in Tellabs's Registration Statement on Form S-4 (the "Registration
Statement") relating to the registration of shares of Tellabs Common Stock,
which has been filed by Tellabs with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended. The Registration Statement
includes the Proxy Statement/Prospectus (the "Prospectus") of Salix.
In rendering the opinions expressed below, we have relied upon the
accuracy of the facts, information and representations and the completeness of
the covenants contained in the Agreement, the Indemnity Agreement, the
Registration Statement, the Prospectus and such other documents as we have
deemed relevant and necessary (including, without limitation, those described
above). Such opinions are conditioned, among other things, not only upon such
accuracy and completeness 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
thereof 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 further assumed that: (i) the transactions related
to the Merger or contemplated by the Agreement and the Indemnity Agreement will
be consummated (A) in accordance with the Agreement and the Indemnity Agreement
and (B) as described in the Prospectus; (ii) the Merger will qualify as a
statutory merger under the laws of the State of Delaware; and (iii) as of the
date hereof, and as of the Effective Time (as if made as of the Effective Time),
the written statements made by executives of Tellabs and Salix contained in the
Tellabs Tax Certificate and Salix Tax Certificate, respectively, each dated on
or about the date hereof, are and will be accurate in all respects, and neither
Tellabs nor Salix will have provided written notification prior to the Effective
Time that a statement made in the Tellabs Tax Certificate or Salix Tax
Certificate, respectively, is no longer accurate.
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 and
interpretations 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 decisions, rulings, administrative interpretations 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.
Furthermore, the opinions expressed below might not be applicable to Salix
stockholders who or that, for United States federal income tax purposes, are
nonresident alien individuals, foreign corporations, foreign partnerships,
foreign trusts or foreign estates, or who acquired their Salix Common Stock or
Salix Preferred Stock pursuant to the exercise of employee stock options or
otherwise as compensation.
3
SIDLEY & AUSTIN CHICAGO
Tellabs, Inc.
February 7, 2000
Page 3
Based upon and subject to the foregoing, it is our opinion, as counsel
for Tellabs, that, for federal income tax purposes, the Merger will constitute a
"reorganization" within the meaning of Section 368(a) of the Code, and Salix,
Tellabs and Oriole will each be a party to that reorganization within the
meaning of Section 368(b) of the Code.
Except as expressly set forth above, 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.
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.
This opinion is provided to you only, and without our prior consent,
may not be relied upon, used, circulated, quoted or otherwise referred to in any
manner by any person, firm, governmental authority or entity whatsoever other
than reliance thereon by you. Notwithstanding the foregoing, we hereby consent
to the reference to Xxxxxx & Xxxxxx in the Prospectus and to the filing of
this opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ Sidley & Austin
