EXHIBIT 8.1
WINTHROP, STIMSON, XXXXXX & XXXXXXX
January 18, 2000
Xxxx.xxx, Inc.
00 Xxxxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Agreement and Plan of Merger by and among
Xxxx.xxx, Inc., Mast Acquisition Corp. and
NetMoves Corporation Dated as of December 11, 1999
Ladies and Gentlemen:
We have acted as counsel for Xxxx.xxx, Inc., a Delaware corporation
("Xxxx.xxx"), in connection with the proposed merger of Mast Acquisition Corp.,
a Delaware corporation and a wholly owned subsidiary of Xxxx.xxx, with and into
NetMoves Corporation, a Delaware corporation (the "Company"), with the Company
surviving (the "Merger"). In connection with the Merger, Xxxx.xxx has filed a
registration statement on Form S-4 (as amended, the "Registration Statement")
with the United States Securities and Exchange Commission (the "Commission").
All terms used but not defined herein have the meanings ascribed to them in the
Registration Statement.
On the basis of the foregoing and upon consideration of applicable law,
subject to the qualifications stated therein, the discussions of United States
federal income tax considerations set forth under the captions "Questions and
Answers About the Merger; Q: What are the United States federal income tax
consequences of the merger to NetMoves stockholders," "Summary--United States
Federal Income Tax Consequences" and "The Merger--Material Federal Income Tax
Considerations" in the proxy statement/ prospectus that forms part of the
Registration Statement, insofar as they relate to provisions of United States
federal income tax law, are, as of the date hereof, taken as a whole, accurate
in all material respects.
This opinion is limited to the federal income tax laws of the United States
and does not consider the effects of any foreign, state or local laws or any
United States federal laws other than those pertaining to income taxation.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Commission thereunder.
Very truly yours,
/s/ WINTHROP, STIMSON, XXXXXX &
XXXXXXX
