EXHIBIT 8.2
[Xxxxxx, Sonsini, Xxxxxxxx & Rosati letterhead]
[DATE]
The OASys Group, Inc.
00 X. Xxxxx Xxxx Xxxxxx, Xxxxx X
Xxx Xxxxx, Xxxxxxxxxx 00000
Ladies and Gentlemen:
This opinion is being delivered to you pursuant to Section 6.3(d) of
the Agreement and Plan of Merger dated as of November 26, 1996 (the "Merger
Agreement"), by and among Cabletron Systems, Inc., a Delaware corporation
("Parent"), Small Cat, Inc., a California corporation and a wholly-owned
subsidiary of Parent ("Merger Sub"), and The OASys Group, Inc., a California
corporation (the "Company"). Pursuant to the terms of the Merger Agreement,
Merger Sub will merge with and into the Company (the "Merger"), and the Company
will become a wholly-owned subsidiary of Parent.
Except as otherwise provided, capitalized terms referred to herein
have the meanings set forth in the Merger 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 the Company in connection with the
Merger. As such, and for the purpose of rendering this opinion, we have
examined (or will examine on or prior to the Effective Time of the Merger) and
are relying (or will rely) 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 Merger Agreement (including Exhibits);
2. Representations made to us by Xxxxxx and Xxxxxx Sub in an
Officer's Certificate reproduced as Exhibit A hereto;
3. Representations made to us by the Company in an Officer's
Certificate reproduced as Exhibit B hereto;
4. Shareholder Certificates regarding "continuity of interest"
delivered by certain shareholders of the Company;
5. The Registration Statement on Form S-4 filed by Parent with the
Securities and Exchange Commission (which contains a proxy statement/prospectus)
(the "Registration Statement"); and
6. Such other instruments and documents related to the formation,
organization and operation of Parent, the Company and Merger Sub or to the
consummation of the Merger and the transactions contemplated thereby 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:
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
effectiveness thereof;
2. The Merger will be consummated pursuant to the Merger Agreement
and will be effective under the laws of the state of California;
3. Any statement made in any of the documents referred to herein,"to
the best of the knowledge" of any person or party is correct without such
qualification; and
4. 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 actions have been (or will be) taken which are
inconsistent with such representations.
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,
(a) For federal income tax purposes, the Merger will qualify as a
"reorganization" as defined in Section 368(a) of the Code; and
(b) The discussion entitled "Certain Federal Income Tax Consequences"
in the Registration Statement under the heading "The Merger" insofar as it
relates to statements of law or legal conclusions is correct in all material
respects.
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, 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 federal income
tax laws.
This opinion addresses only the classification of the Merger as a
reorganization under Section 368(a) of the Code, and does not address any other
federal, state, local or foreign tax consequences that may result from the
Merger or any other transaction (including any transaction undertaken in
connection with the Merger).
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 all the transactions described in the Merger Agreement are not
consummated in accordance with the terms of such Merger 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 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 has been delivered to you for the purpose of being included as
an exhibit to the Registration Statement and satisfying the conditions set forth
in Section 6.3(e) of the Merger Agreement. It 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 or entity without our prior written consent.
Very truly yours,
XXXXXX, XXXXXXX, XXXXXXXX & XXXXXX
Professional Corporation
