EXHIBIT 8.2
[XXXXXXX, XXXXXXX & XXXXXXXX LLP LETTERHEAD]
July 29, 1998
Delfin Systems
0000 Xxxxxxx Xxxxx Xxxxx
Xxxxx Xxxxx, XX 00000
Ladies and Gentlemen:
This opinion is being delivered to you in connection with (i) the
Agreement and Plan of Reorganization (the "Agreement") dated as of June 30,
1998, among The Titan Corporation, a Delaware corporation ("Titan"), Delsys
Merger Corp., a Delaware corporation ("Sub"), and Delfin Systems, a California
corporation ("Delfin"), and (ii) the preparation and filing with the Securities
and Exchange Commission of a Form S-4 Registration Statement relating to the
Merger (the "Registration Statement"). Pursuant to the Agreement, Sub will
merge with and into Delfin (the "Merger"), and Delfin will become a wholly owned
subsidiary of Titan.
Except as otherwise provided, capitalized terms referred to herein
have the meanings set forth in the 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 Delfin in connection with the
Merger. As such, and for the purpose of rendering this 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 the following documents
(including all schedules and exhibits thereto):
1. The Agreement;
2. The Registration Statement; and
3. Such other instruments and documents related to the formation,
organization and operation of Titan, Delfin and Sub and to the consummation of
the
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Delfin Systems July 29, 1998
Page 2
Xxxxxx and the other transactions contemplated by the Agreement as we have
deemed necessary or appropriate.
In connection with rendering this opinion, we have assumed or obtained
representations (and are relying thereon, without any independent investigation
or review thereof) that:
A. Original documents submitted to us (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) due execution
and delivery of all documents where due execution and delivery are prerequisites
to the effectiveness thereof;
B. The Tax Representation Letter of Titan and Sub in the form
attached as Exhibit C to the Agreement will be duly executed and delivered on or
before the Effective Time;
C. The Tax Representation Letter of Delfin in the form attached as
Exhibit D to the Agreement will be duly executed and delivered on or before the
Effective Time;
D. The Merger will be consummated in accordance with the Agreement
without any waiver or breach of any material provision thereof, and the Merger
will be effective under applicable state law; and
E. The Merger will be reported by Xxxxx and Xxxxxx on their
respective federal income tax returns in a manner consistent with treatment of
the Merger as a "reorganization" within the meaning of Section 368(a) of the
Code.
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 the discussion in the prospectus included as part of
the Registration Statement (the "Prospectus") under the caption "Approval of
the Merger and Related Transactions--Federal Income Tax Matters," insofar as
it relates to statements of law or legal conclusions, is correct in all
material respects. We express no opinion as to any federal, state or local,
foreign or other tax consequences, other than as set forth in the
Registration Statement/Prospectus under the heading "Approval of the Merger
and Related Transactions--Federal Income Tax Matters."
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Delfin Systems July 29, 1998
Page 3
In addition to the assumptions and representations set forth above,
this opinion is subject to the exceptions, limitations and qualifications set
forth below.
a. 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 there is no assurance that the Internal Revenue Service will not
successfully assert a contrary position. Furthermore, no assurance can be given
that future legislative, judicial or administrative changes, on either a
prospective or retroactive basis, will not adversely affect the accuracy of the
conclusions stated herein. Nevertheless, we undertake no responsibility to
advise you of any new developments in the application or interpretation of the
federal income tax laws.
b. No opinion is expressed as to any transaction other than the
Merger as described in the Agreement or as to any transaction whatsoever,
including the Merger, if all the transactions described in the Agreement are not
consummated in accordance with the terms of such Agreement and without waiver or
breach of any material provision thereof or if all of the representations,
warranties, statements and assumptions upon which we relied (including, without
limitation, the Tax Representation Letters of the parties referred to above) are
not true and accurate at all relevant times. In the event any one of the
statements, representations, warranties or assumptions upon which we have relied
to issue this opinion is incorrect, our opinion might be adversely affected and
may not be relied upon.
This opinion is furnished to you solely for use in connection with the
Registration Statement and is intended solely for the benefit of Delfin and its
shareholders. This opinion 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,
without our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the references to our firm name
wherever appearing in the Registration Statement with respect to the discussion
of
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Delfin Systems July 29, 1998
Page 4
the federal income tax consequences of the Merger, including in the Prospectus
and any amendments to the Registration Statement.
Very truly yours,
/s/ XXXXXXX, XXXXXXX & XXXXXXXX LLP
XXXXXXX, XXXXXXX & XXXXXXXX LLP
