Exhibit 8.2
XXXXXXXXXX & XXXXX, P.A. 1100 International Centre
ATTORNEYS AT LAW 000 Xxxxxx Xxxxxx Xxxxx
Xxxxxxxxxxx, XX 00000-0000
(000) 000-0000
FAX (000) 000-0000
December 18, 1998
Medtronic, Inc.
0000 Xxxxxxx Xxxxxx X.X.
Minneapolis, Minnesota 55432
RE: Agreement and Plan of Merger by and among Medtronic, Inc., MAV Merger
Corp., and Arterial Vascular Engineering, Inc. dated as of November
29, 1998
Ladies and Gentlemen:
You have requested our opinion as to certain United States federal income
tax consequences of the merger (the "Merger") of MAV Merger Corp. ("Merger
Subsidiary"), a Delaware corporation and a wholly-owned subsidiary of Medtronic,
Inc. ("Parent"), a Minnesota corporation, with and into Arterial Vascular
Engineering, Inc. (the "Company"), a Delaware corporation. The Merger is being
consummated pursuant to the Agreement and Plan of Merger by and among Parent,
Merger Subsidiary, and the Company dated as of November 29, 1998 (the "Merger
Agreement"). Unless otherwise defined, capitalized terms used herein have the
meanings assigned to them in the Merger Agreement.
In connection with rendering our opinion, we have reviewed the Merger
Agreement, including the Exhibits thereto, the Proxy Statement/Prospectus
constituting part of the Registration Statement on Form S-4 filed by Parent with
the Securities and Exchange Commission on December 18, 1998, and such other
documents and corporate records as we have deemed necessary or appropriate as a
basis therefor. We have assumed that the representations and warranties
contained in the Merger Agreement were true, correct and complete when made and
will continue to be true, correct and complete through the Effective Time, and
that the parties have complied with and, if applicable, will continue to comply
with the covenants contained in the Merger Agreement. We also have assumed that
statements as to factual matters contained in the Proxy Statement/Prospectus are
true, correct, and complete and will continue to be true, correct, and complete
through the Effective Time. Finally, we have relied on the representations made
by Parent and the Company in tax certificates provided to us dated December 18,
1998, and we have assumed that such representations will continue to be true,
correct, and complete through the Effective Time.
Based upon the foregoing, in reliance thereon and subject thereto, and
based upon the Internal Revenue Code of 1986, as amended (the "Code"), the
Treasury Regulations promulgated thereunder, judicial decisions, revenue rulings
and revenue procedures of the Internal Revenue Service, and other administrative
pronouncements, all as in effect on the date hereof, and assuming that the
Merger and related transactions will be consummated in accordance with the terms
of the Merger Agreement, it is our opinion that the Merger will qualify as a
reorganization within the meaning of Section 368(a) of the Code, and that each
of Parent, Merger Subsidiary, and the Company will be a party to such
reorganization within the meaning of Section 368(b) of the Code. Furthermore,
we hereby confirm that the discussion set forth under the caption "The
Merger--Certain Federal Income Tax Consequences" in the Proxy
Statement/Prospectus, insofar as such discussion constitutes statements of
United States federal income tax law or legal conclusions, subject to the
assumptions, limitations, and qualifications set forth therein, accurately
reflects our opinion of the material United States federal income tax
consequences of the Merger.
No opinion is expressed as to any matter not specifically addressed
above, including the accuracy of the representations or reasonableness of the
assumptions relied upon by us in rendering the opinion set forth above. Our
opinion is based on current United States federal income tax law and
administrative practice and we do not undertake to advise you as to any
future changes in United States federal income tax law or administrative
practice that may affect our opinion unless we are specifically retained to
do so. We consent to the use of this opinion as an Exhibit to the Proxy
Statement/Prospectus, and to the references to Xxxxxxxxxx & Xxxxx, P.A. under
the captions "The Merger--Certain Federal Income Tax Consequences" and "Legal
Matters" in the Proxy Statement/Prospectus.
Very truly yours,
/s/ Xxxxxxxxxx & Xxxxx, P.A.
XXXXXXXXXX & XXXXX, P.A.
