EXHIBIT 8.2
[Letterhead of Xxxxxx & Xxxxxxx]
October 29, 2002
Cohesion Technologies, Inc.
0000 Xxxxx Xxxxx
Xxxx Xxxx, Xxxxxxxxxx 00000
Re: Agreement and Plan of Reorganization, dated as of September 27, 2002, among
Angiotech Pharmaceuticals, Inc., Chardonnay Acquisition Corp. and Cohesion
Technologies, Inc.
Ladies and Gentlemen:
We have acted as counsel to Cohesion Technologies, Inc, a
Delaware corporation (the "Company"), in connection with the proposed merger
(the "Merger") of Chardonnay Acquisition Corp., a Delaware corporation ("Merger
Sub") and wholly-owned subsidiary of Angiotech Pharmaceuticals, Inc., a
corporation organized under the laws of British Columbia ("Parent"), with and
into the Company, pursuant to an Agreement and Plan of Reorganization Among
Parent, Merger Sub and the Company dated as of September 27, 2002 (the "Merger
Agreement"). This opinion is being delivered in connection with Xxxxxx's
Registration Statement on Form F-4 relating to the proposed Merger pursuant to
the Merger Agreement (the "Registration Statement") to which this opinion
appears as an exhibit. Capitalized terms not defined herein have the meanings
specified in the Merger Agreement.
In rendering our opinion, we have examined and, with your
consent, are expressly relying upon (without any independent investigation or
review thereof) the truth and accuracy of the statements, covenants,
representations and warranties contained in (i) the Merger Agreement (including
any Exhibits, Annexes and Schedules thereto), (ii) the Registration Statement;
(iii) representations by Parent and Merger Sub and the Company in their
respective letters which will be delivered to us at the time of the Closing (the
"Representation Letters"), 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, with your consent, that:
1. Original documents (including signatures) are
authentic and documents submitted to us as copies conform to
the original documents;
2. The Merger will be consummated in the manner
contemplated by, and in accordance with the provisions of, the
Merger Agreement and the Registration Statement;
3. All statements, descriptions and representations
contained in any of the documents referred to herein or
otherwise made to us are true, complete and correct, and no
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, incomplete or
incorrect at the Effective Time;
4. Any statements made in any of the documents referred
to herein "to the knowledge of" or similarly qualified are
true, complete and correct and will continue to be true,
complete and correct at all times up to and including the
Effective Time, in each case without such qualification; and
5. The parties have complied with and, if applicable,
will continue to comply with, the covenants contained in the
Merger Agreement and the Registration Statement.
Based upon and subject to the foregoing, and subject to the
qualifications and limitations stated herein, it is our opinion that, as of the
date hereof, the information in the Registration Statement set forth under the
caption "THE MERGER - Material United States Federal Income Tax Consequences of
the Merger," to the extent that it constitutes matters of law, summaries of
legal matters, documents or proceedings, or legal conclusions, is correct in all
material respects.
In addition to the matters set forth above, this opinion is
subject to the exceptions, limitations and qualifications set forth below.
1. This opinion represents 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 there is
no assurance that the Internal Revenue Service will not assert
a contrary position. Furthermore, no assurance can be given
that future legislative, 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 of any new developments in the application or
interpretation of the United States federal income tax laws.
2. No opinion is expressed as to any transaction other
than the Merger as described in the Merger Agreement, or to
any transaction whatsoever, including the Merger, if, to the
extent relevant to our opinion, either all the transactions
described in the Merger Agreement are not consummated in
accordance with the terms of the Merger Agreement and without
waiver or breach of any provisions thereof or all of the
representations, warranties, statements and assumptions upon
which we have relied are not true and accurate at all relevant
times.
This opinion is rendered to you in connection with Xxxxxx's
filing of the Registration Statement and is not to be used, circulated, quoted
or otherwise referred to or relied upon for any other purpose without our
express written permission. In addition, this opinion letter may not be relied
upon by or furnished to any other person, firm, corporation or entity without
our prior written consent, provided however, that Company stockholders who
exchange their Company stock for Parent stock in the Merger may rely on this
opinion. We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm name therein under the
captions "Material United States Federal Income Tax Consequences of the Merger"
and "Legal Matters." 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
Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/S/ XXXXXX & XXXXXXX
