Exhibit 8.1
December 23, 1998
Summit Design, Inc.
0000 X.X. Xxxxxx Xxxxx
Xxxxxxxxx, Xxxxxx 00000
Ladies and Gentlemen:
This opinion is being delivered to you in connection with Section 6.1(d) of
the Agreement and Plan of Reorganization dated as of September 20, 1998 (the
"Reorganization Agreement") by and among Summit Design, Inc., a Delaware
corporation ("Summit"), Hood Acquisition Corporation, a Delaware corporation and
a wholly owned subsidiary of Summit ("Merger Sub"), and OrCAD, Inc., a Delaware
corporation ("OrCAD"). Pursuant to the Reorganization Agreement, Merger Sub
will merge with and into OrCAD (the "Merger"), and OrCAD will become a wholly
owned subsidiary of Summit.
Except as otherwise provided, capitalized terms used but not defined herein
shall have the meanings set forth in the Reorganization Agreement. All section
references, unless otherwise indicated, are to the Internal Revenue Code of
1986, as amended (the "Code").
We have acted as counsel to Summit 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), 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 exhibits and schedules
attached thereto):
1. The Reorganization Agreement;
2. Those certain tax representation letters dated December 23, 1998,
delivered to us by Summit, Xxxxxx Sub, and OrCAD containing certain
representations of Summit, Merger Sub, and OrCAD (the "Tax
Representation Letters"); and
3. Such other instruments and documents related to the formation,
organization and operation of Summit, Merger Sub, and OrCAD and
related to the consummation of the Merger and the other transactions
contemplated by the Reorganization Agreement 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:
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Dec. 23, 1998
Page 2
a. Original documents (including signatures) are authentic, documents
submitted to us as copies conform to the original documents, and that
all such documents have been (or will be by the Effective Time) duly
and validly executed and delivered where due execution and delivery
are prerequisites to the effectiveness thereof;
b. All representations, warranties and statements made or agreed to by
Summit, Merger Sub, and OrCAD, their managements, employees, officers,
directors and stockholders in connection with the Merger, including,
but not limited to, those set forth in the Reorganization Agreement
(including the exhibits thereto) and the Tax Representation Letters
are true and accurate at all relevant times;
c. All covenants contained in the Reorganization Agreement (including
exhibits thereto) and the Tax Representation Letters are performed
without waiver or breach of any material provision thereof;
d. The Merger will be reported by Summit and OrCAD on their respective
federal income tax returns in a manner consistent with the opinion set
forth below;
e. Any representation or statement made "to the best of knowledge" or
similarly qualified is correct without such qualification; and
f. The opinion dated December 23, 1998, rendered by Xxxx Xxxxx LLP to
OrCAD with respect to the qualification of the Merger as a
reorganization within the meaning of Section 368(a)(1) of the Code
has been delivered and has not been withdrawn.
Based on our examination of the foregoing items and subject to the
limitations, qualifications, assumptions and caveats set forth herein, we are of
the opinion that, if the Merger is consummated in accordance with the
Reorganization Agreement (and without any waiver, breach or amendment of any of
the provisions thereof), the Merger is effective under the laws of the state of
Delaware, and the statements set forth in the Tax Representation Letters are
true and correct as of the Effective Time, then for federal income tax purposes,
the Merger will be a "reorganization" within the meaning of Section 368(a) of
the Code.
This opinion does not address the various state, local or foreign tax
consequences that may result from the Merger or the other transactions
contemplated by the Reorganization Agreement. In addition, no opinion is
expressed as to any federal income tax consequence of the Merger or any other
transactions contemplated by the Reorganization Agreement except as specifically
set forth herein, and this opinion may not be relied upon except with respect to
the consequences specifically discussed herein. No opinion is expressed as to
the federal income tax treatment that may be relevant to a particular investor
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Dec. 23, 1998
Page 3
in light of personal circumstances or to certain types of investors subject to
special treatment under the federal income tax laws (for example, life insurance
companies, dealers in securities, taxpayers subject to the alternative minimum
tax banks, tax-exempt organizations, non-United States persons, and stockholders
who acquired their shares of OrCAD stock pursuant to the exercise of options or
otherwise as compensation).
No opinion is expressed as to any transaction other than the Merger as
described in the Reorganization Agreement, or as to any other transaction
whatsoever, including the Merger, if all of the transactions described in the
Reorganization Agreement are not consummated in accordance with the terms of the
Reorganization Agreement and without waiver of any material provision thereof.
To the extent that any of the representations, warranties, statements and
assumptions material to our opinion and upon which we have relied are not
accurate and complete in all material respects at all relevant times, our
opinion would be adversely affected and should not be relied upon.
This opinion only represents our best judgment as to the federal income tax
consequences of the Merger and is not binding on the Internal Revenue Service or
any court of law, tribunal, administrative agency or other governmental body.
The conclusions are based on the Code, existing judicial decisions,
administrative regulations and published rulings. No assurance can be given
that future legislative, judicial or administrative changes or interpretations
would not adversely affect the accuracy of the conclusions stated herein.
Nevertheless, by rendering this opinion, we undertake no responsibility to
advise you of any new developments in the application or interpretation of the
federal income tax laws.
This opinion is being delivered solely in connection with Section 6.1(d) of
the Reorganization Agreement. It is intended for the benefit of Summit and
Merger Sub and may not be relied upon or utilized for any other purpose or by
any other person and may not be made available to any other person without our
prior written consent.
Very truly yours,
XXXXXX XXXXXXX XXXXXXXX & XXXXXX
Professional Corporation
/s/ Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx
