EXHIBIT 8.2
August 25, 1997
NUMAR Corporation
000 Xxxx Xxxx
Xxxxxxx, XX 00000
Re: Agreement and Plan of Merger, dated as of
June 9, 1997, by and among Halliburton Company,
NUMAR Corporation, and Halliburton M.S. Corp.
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Dear Sirs:
You have asked us, as counsel to NUMAR Corporation ("NUMAR"), for our
opinion regarding certain Federal income tax consequences to NUMAR, Halliburton
Company ("Halliburton"), and Halliburton M.S. Corp. ("Sub"), and their
shareholders of the proposed merger pursuant to the Agreement and Plan of Merger
(the "Agreement"), dated as of June 9, 1997, by and among NUMAR, Halliburton and
Sub.
Halliburton is a Delaware corporation. NUMAR is a Pennsylvania
corporation. Sub is a Delaware corporation and a wholly owned subsidiary of
Halliburton. Halliburton, NUMAR and Sub have entered into the Agreement
providing for the merger of Sub with and into NUMAR, with NUMAR continuing as a
surviving corporation and as a wholly owned subsidiary of Halliburton, and with
the NUMAR shareholders receiving shares of voting common stock ("Common Stock")
of Halliburton in exchange for their NUMAR shares, subject to the approval of
the shareholders of NUMAR (the "Merger"). Consummation of the Merger is subject
to the satisfaction of certain conditions explained more fully in the Proxy
Statement/Prospectus. Halliburton has filed with the Securities and Exchange
Commission (the "SEC") under the Securities Act a Registration Statement on Form
S-4 (together with all amendments, including a Proxy Statement/Prospectus,
schedules and exhibits thereto, the "Registration Statement") with respect to
Halliburton Common Stock issuable pursuant to the Agreement.
For purposes of this opinion, we have relied on certain written
representations of officers of Halliburton and NUMAR,
NUMAR Corporation
August 25, 1997
Page 2
copies of which are attached hereto, and have assumed such representations to be
true.
Based upon the Internal Revenue Code of 1986, as amended (the "Code"),
applicable Treasury Department regulations in effect as of the date hereof,
current published administrative positions of the Internal Revenue Service
contained in revenue rulings and procedures, and judicial decisions, and upon
the information contained in the documents provided to us by you (including the
Proxy Statement and the Agreement), and representations described above, it is
our opinion for Federal income tax purposes that:
(i) The merger of Sub with and into NUMAR will constitute a
reorganization within the meaning of section 368(a) (1) (A) and section
368(a) (2) (E) of the Code, and Halliburton, NUMAR and Sub each will be "a
party to the reorganization" within the meaning of section 368(b) of the
Code;
(ii) No gain or loss will be recognized to NUMAR stockholders upon
receipt of shares of Halliburton Common Stock in the Merger;
(iii) Each NUMAR stockholder's basis in shares of Halliburton Common
Stock received in the Merger will equal his basis in shares of NUMAR Common
Stock exchanged therefor;
(iv) To the extent that they hold their shares of NUMAR Common Stock
as capital assets, NUMAR stockholders will include the holding period for
the shares of NUMAR Common Stock surrendered in the Merger in their holding
period of shares of Halliburton Common Stock received in the Merger; and
(v) A shareholder of NUMAR who receives cash in lieu of a
fractional share will recognize gain or loss equal to the difference, if
any, between such shareholder's basis in the fractional share (as described
in paragraph (iii) above) and the amount of cash received. Such gain or
loss will be a capital gain or loss if the NUMAR Common Stock is held by
such shareholder as a capital asset at the effective time of the Merger,
with the tax rate applicable to such capital gain or loss depending on
the holding period for the fractional share (as described in paragraph (iv)
above) as of that time.
NUMAR Corporation
August 25, 1997
Page 3
This opinion represents our best legal judgment, but it has no binding
effect or official status of any kind, and no assurance can be given that
contrary positions may not be taken by the Internal Revenue Service or a court
concerning the issues. We express no opinion relating to any Federal income tax
matter except on the basis of the facts described above. Additionally, we
express no opinion on the tax consequences under foreign, state or local laws.
In issuing our opinion, we have relied solely upon existing provisions of the
Code, existing and proposed regulations thereunder, and current administrative
positions and judicial decisions. Such laws, regulations, administrative
positions and judicial decisions are subject to change at any time. Any such
change could affect the validity of the opinion set forth above. Also, future
changes in federal income tax laws and the interpretation thereof can have
retroactive effect.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to our firm under the caption "The
Merger-Certain Federal Income Tax Consequences" in the Proxy Statement. This
does not constitute a consent under section 7 of the Securities Act, and in
consenting to such references to our firm we have not certified any part of the
Registration Statement and do not otherwise come within the categories of
persons whose consent is required under section 7 or under the rules and
regulations of the SEC issued thereunder.
Very truly yours,
/s/ DRINKER XXXXXX & XXXXX LLP
DRINKER XXXXXX & XXXXX LLP
HALLIBURTON COMPANY
CERTIFICATE
In connection with the tax opinions to be rendered by Drinker Xxxxxx &
Xxxxx LLP and Xxxxxx & Xxxxxx L.L.P., respectively, regarding certain federal
income tax consequences of the proposed merger (the "Merger") of Halliburton
M.S. Corp. ("Sub"), a direct, wholly owned subsidiary of Halliburton Company
("Halliburton"), with and into NUMAR Corporation ("NUMAR") pursuant to the
Agreement and Plan of Merger dated as of June 9, 1997 (the "Merger Agreement"),
Halliburton, on behalf of itself and Sub, hereby certifies:
1. Prior to the Merger, Halliburton will own all the outstanding shares of
Sub stock and will be in control of Sub. As used herein, "control"
means the direct ownership of stock possessing at least 80 percent of
the total combined voting power for the election of directors of all
classes entitled to vote and at least 80 percent of the total number of
shares of each nonvoting class of stock of the corporation.
2. Halliburton has no plan or intention to reacquire any of the shares of
Halliburton stock issued in the Merger.
3. There is no intercorporate indebtedness existing between Halliburton
and NUMAR or between Sub and NUMAR that was issued, acquired or will be
settled at a discount.
4. Halliburton has no plan or intention to liquidate NUMAR; to merge NUMAR
with or into another corporation; to sell or otherwise dispose of the
stock of NUMAR except for transfers of stock to corporations controlled
by Halliburton; or to cause NUMAR to sell or otherwise dispose of any
of its assets, or of any of the assets of Sub acquired in the Merger,
except for dispositions made in the ordinary course of business or
transfers to a corporation controlled by NUMAR.
5. In the Merger, Sub will have no liabilities assumed by NUMAR, and will
not transfer to NUMAR any assets subject to liabilities.
6. Following the Merger, NUMAR will continue its historic business or use
a significant portion of its historic business assets in a business.
7. Halliburton, NUMAR, Sub and the shareholders of NUMAR will pay their
respective expenses, if any, incurred in connection with the
transaction.
8. No two parties to the Merger are investment companies as defined in
Section 368 (a) (2) (F) (iii) and (iv) of the Internal Revenue Code.
9. The fair market value of the Halliburton stock and any other
consideration received by each NUMAR shareholder will be approximately
equal to the fair market value of the NUMAR stock surrendered in the
exchange.
10. Halliburton does not own, nor has it owned for the past five years,
any shares of the stock of NUMAR.
11. The procedure set forth in the Merger Agreement providing for cash in
lieu of fractional shares of Halliburton stock in the Merger is solely
for the purpose of avoiding the expense and inconvenience to
Halliburton of issuing fractional shares of Halliburton stock and does
not represent separately bargained-for consideration.
12. The Merger Agreement and the documents referred to therein represent
the full and complete agreement among Halliburton, Sub, and NUMAR
regarding the Merger, and there are no other written or oral
agreements regarding the Merger.
Halliburton and Sub understand that (i) each of Drinker Xxxxxx & Xxxxx LLP
and Xxxxxx & Xxxxxx L.L.P. will rely upon the above representations in
connection with issuing their respective opinions, (ii) the representations in
this Certificate are made as of the date hereof and as of the effective date of
the Merger, and (iii) each of Drinker Xxxxxx & Xxxxx LLP and Xxxxxx & Xxxxxx
L.L.P. may disclose these representations in connection with issuing their
respective opinions.
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IN WITNESS WHEREOF, on behalf of Halliburton and Sub, Halliburton has
caused this Certificate to be signed on its behalf as of August 25, 1997.
HALLIBURTON COMPANY
By: /s/ XXXXX X. XXXXX
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Name: Xxxxx X. Xxxxx
Title: Vice President and
Secretary
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NUMAR CORPORATION
CERTIFICATE
In connection with the tax opinions to be rendered by Drinker Xxxxxx &
Xxxxx LLP and Xxxxxx & Xxxxxx L.L.P., respectively, regarding certain federal
income tax consequences of the proposed merger (the "Merger") of Halliburton
M.S. Corp. ("Sub"), a direct, wholly owned subsidiary of Halliburton Company
("Halliburton"), with and into NUMAR Corporation ("NUMAR") pursuant to the
Agreement and Plan of Merger dated as of June 9, 1997 (the "Merger Agreement"),
NUMAR hereby certifies:
1. Following the Merger, NUMAR will hold at least 90% of the fair market
value of the net assets and at least 70% of the fair market value of
the gross assets held by NUMAR prior to the Merger, including any
assets used to pay dissenting shareholders or reorganization expenses
or to make other than regular and normal distributions or redemptions.
2. There is no plan or intention by the shareholders of NUMAR who own 5%
or more of the outstanding shares of NUMAR stock or, to our knowledge,
other shareholders of NUMAR to sell, exchange or otherwise dispose of a
number of shares of Halliburton stock received by them in the Merger
which would result in their owning in the aggregate shares of
Halliburton stock having a fair market value, as of the date of the
Merger, of less than 50% of the fair market value of all of the
formerly outstanding stock of NUMAR as of the same date. For purposes
of this representation, shares of NUMAR stock exchanged for cash or
other property, surrendered by dissenters or exchanged for cash in lieu
of fractional shares of Halliburton stock will be treated as
outstanding NUMAR stock on the date of the Merger. Moreover, shares of
NUMAR stock and shares of Halliburton stock held by NUMAR shareholders
and otherwise sold, redeemed, or disposed of in anticipation of the
Merger, or subsequent to the Merger pursuant to a plan or intention as
of the date of the Merger, should also be taken into account in
connection with this representation.
3. Following the Merger, NUMAR will not issue additional shares of its
stock that would result in Halliburton losing control of NUMAR. As used
herein, "control" means the direct ownership of stock possessing at
least 80% of the total combined voting power for the election of
directors of all classes entitled to vote and at least 80% of the total
number of shares of each nonvoting class of stock of the corporation.
4. In the Merger, shares of NUMAR stock representing control of NUMAR will
be exchanged solely for voting stock of Halliburton. For this purpose,
shares of NUMAR stock exchanged for cash or other property originating
with Halliburton will be treated as outstanding NUMAR stock on the date
of the Merger.
5. Halliburton, NUMAR, Sub and the shareholders of NUMAR will pay their
respective expenses, if any, incurred in connection with the
transaction.
6. There is no intercorporate indebtedness existing between Halliburton
and NUMAR or between Sub and NUMAR that was issued, acquired or will be
settled at a discount.
7. At the time of the Merger, NUMAR will not have outstanding any
warrants, options, convertible securities, or any other type of right
pursuant to which any person could acquire stock in NUMAR that, if
exercised or converted, would affect Halliburton's acquisition or
retention of control of NUMAR.
8. On the date of the Merger the fair market value of the assets of NUMAR
will exceed the sum of its liabilities, plus the amount of liabilities,
if any, to which the assets are subject.
9. No two parties to the Merger are investment companies as defined in
Section 368 (a) (2) (F) (iii) or (iv) of the Internal Revenue Code.
10. NUMAR is not under the jurisdiction of a court in a case under Title
11 of the United States Code or a receivership, foreclosure or similar
proceeding in any federal or state court.
11. Shares of NUMAR stock are regularly traded on an established
securities market. No foreign persons hold 5% or greater of the shares
of NUMAR stock.
12. None of the compensation received by any stockholder-employees of
NUMAR will be separate consideration for, or allocable to, any of
their shares of NUMAR stock. None of the shares of Halliburton stock
received by any stockholder-employees of NUMAR will be separate
consideration for, or allocable to, any employment agreement. The
compensation paid to any stockholder-employees of NUMAR will be for
services actually rendered and will be commensurate with amounts paid
to third parties bargaining at arm's-length for similar services.
13. The procedure set forth in the Merger Agreement providing for cash in
lieu of fractional shares of Halliburton stock in the Merger is solely
for the purpose of
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avoiding the expense and inconvenience to Halliburton of issuing
fractional shares of Halliburton stock and does not represent
separately bargained-for consideration.
14. The Merger Agreement and the documents referred to therein represent
the full and complete agreement among Halliburton, Sub, and NUMAR
regarding the Merger, and there are no other written or oral
agreements regarding the Merger.
NUMAR understands that (i) each of Drinker Xxxxxx & Xxxxx LLP and Xxxxxx &
Xxxxxx L.L.P. will rely upon the above representations in connection with
issuing their respective opinions, (ii) the representations in this Certificate
are made as of the date hereof and as of the effective date of the Merger, and
(iii) each of Drinker Xxxxxx & Xxxxx LLP and Xxxxxx & Xxxxxx L.L.P. may disclose
these representations in connection with issuing their respective opinions.
IN WITNESS WHEREOF, NUMAR has caused this Certificate to be signed on its
behalf as of August 25, 1997.
NUMAR CORPORATION
By: /s/ XXXXXX X. XXXXXX
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Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President -
Finance and Administration,
Chief Financial Officer
and Treasurer
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