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EXHIBIT 8.1
[Sidley & Austin Letterhead]
November 12, 1997
Xxxxxxxx-Xxxxx Corporation
000 Xxxxxx Xxxxx
Xxxxxx, Xxxxx 00000
Ladies and Gentlemen:
We refer to the Agreement and Plan of Merger dated as of
September 4, 1997 (the "Merger Agreement") among Xxxxxxxx-Xxxxx Corporation, a
Delaware corporation ("Parent"), Vanguard Acquisition Corp., a Delaware
corporation and a direct wholly-owned subsidiary of Parent ("Sub"), and Tecnol
Medical Products, Inc., a Delaware corporation (the "Company"), which provides
for the merger (the "Merger") of Sub with and into the Company 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 Merger Agreement.
As provided in the Merger Agreement, at the Effective Time, by
reason of the Merger: (i) all outstanding Shares then owned by the Company or
any direct or indirect subsidiary of the Company and all outstanding shares
then owned by Parent, Sub or any other direct or indirect subsidiary of Parent
(which, in each case described in clause (i), are not held on behalf of third
parties) will be cancelled, and no capital stock of Parent or other
consideration will be delivered in exchange therefor; (ii) each then
outstanding share of capital stock of Sub will be converted into one share of
common stock of the Surviving Corporation; and (iii) each then outstanding
Share (other than Shares cancelled as described in clause (i) above) will be
converted into, and become exchangeable for, 0.42 of a validly issued, fully
paid and nonassessable share of Parent Common Stock (subject to adjustment in
certain circumstances), including the corresponding percentage of Parent
Rights, with cash being paid in lieu of fractional shares of Parent Common
Stock. Accordingly, immediately following the Merger, the former holders of
Shares (other than Shares described in clause (i) above) will hold Parent
Common Stock issued in the Merger (and Parent Rights and cash in lieu of any
fractional shares of Parent Common Stock) and the Company, as the surviving
corporation, will be a wholly- owned subsidiary of Parent. The Merger and the
Merger Agreement are more fully described in Parent's Registration Statement on
Form S-4 (the "Registration Statement") which is being filed by Parent with the
Securities and
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Xxxxxxxx-Xxxxx Corporation
November 12, 1997
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Exchange Commission pursuant to the Securities Act of l933, as amended. The
Registration Statement includes the Proxy Statement/Prospectus (the
"Prospectus") of Parent and the Company.
In rendering the opinions expressed below, we have relied upon
the accuracy and completeness of the facts, information and representations,
and the completeness of the covenants, contained in the Merger Agreement, the
Prospectus and such other documents as we have deemed relevant and necessary.
Such opinions are conditioned, among other things, not only upon the accuracy
and completeness thereof 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
hereof 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 also assumed: (i) that the
transactions related to the Merger or contemplated by the Merger Agreement will
be consummated (A) in accordance with the Merger Agreement and (B) as described
in the Prospectus; (ii) that the Merger will qualify as a statutory merger
under the laws of the State of Delaware; and (iii) the accuracy as of the date
hereof, and the continuing accuracy as of the Effective Time, of the written
statements made by executives of Parent and the Company contained in the Parent
Tax Certificate and the Company Tax Certificate, respectively, and the written
statements made by certain stockholders of the Company.
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 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
authorities, rulings 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.
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Xxxxxxxx-Xxxxx Corporation
November 12, 1997
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Based upon and subject to the foregoing, it is our opinion, as
counsel for Xxxxxxxx-Xxxxx Corporation, that for federal income tax purposes:
(1) The Merger will constitute a "reorganization"
within the meaning of Section 368(a) of the Code, and the Company, Sub
and Parent will each be a party to such reorganization within the
meaning of Section 368(b) of the Code.
(2) No gain or loss will be recognized by Parent or
the Company as a result of the Merger.
(3) No gain or loss will be recognized by the
stockholders of the Company upon the exchange of their Shares solely
for shares of Parent Common Stock pursuant to the Merger, except with
respect to cash, if any, received in lieu of fractional shares of
Parent Common Stock.
(4) The aggregate tax basis of the shares of Parent
Common Stock received by a stockholder solely in exchange for Shares
pursuant to the Merger (including fractional shares of Parent Common
Stock for which cash is received) will be the same as the aggregate
tax basis of the Shares exchanged therefor.
(5) The holding period for shares of Parent Common
Stock received by a stockholder in exchange for Shares pursuant to the
Merger will include the holding period that such Shares were held by
the stockholder, provided such Shares were held as capital assets by
such stockholder at the Effective Time.
(6) A stockholder of the Company who receives
cash in lieu of a fractional share of Parent Common Stock will
recognize gain or loss equal to the difference, if any, between such
stockholder's tax basis in such fractional share and the amount of cash
received.
Except as expressly set forth in paragraphs (1) through (6),
inclusive, 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.
The opinions set forth above may not be applicable to
stockholders of the Company that received their Shares as compensation or that
are foreign corporations, foreign partnerships or other foreign entities or
individuals who are not citizens or residents of the United States.
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.
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Xxxxxxxx-Xxxxx Corporation
November 12, 1997
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We hereby consent to the filing of this letter as an Exhibit
to the Registration Statement and to all references to our Firm included in or
made a part of the Registration Statement.
Very truly yours,
/s/ XXXXXX & XXXXXX
