Exhibit 8.2
[LETTERHEAD OF XXXXXXX, XXXXXXX & XXXXXXXX LLP]
January 14, 2000
NetMoves Corporation
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Ladies and Gentlemen:
This opinion is being delivered to you in connection with (i)
the Agreement and Plan of Merger (the "Agreement") dated as of December 11,
1999, between Xxxx.xxx, Inc., a Delaware corporation ("Parent"), Mast
Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of
Parent ("Merger Sub"), and NetMoves Corporation, a Delaware corporation
("Target"), and (ii) the preparation and filing with the Securities and Exchange
Commission of a Form S-4 Registration Statement relating to the Merger (the
"Registration Statement"). Pursuant to the Agreement, Merger Sub will merge with
and into Target (the "Merger"), and Target will become a wholly owned subsidiary
of Parent.
Except as otherwise provided, capitalized terms referred to
herein have the meanings set forth in the Agreement. All section references,
unless otherwise indicated, are to the Internal Revenue Code of 1986, as amended
(the "Code").
We have acted as legal counsel to Target in connection with
the Merger. As such, and for the purpose of rendering this opinion, we have
examined and are relying 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 schedules and exhibits thereto):
1. The Agreement;
2. The Registration Statement; and
3. Such other instruments and documents related to
Parent, Target, Merger Sub and the Merger 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:
A. Original documents submitted to us (including signatures)
are authentic, documents submitted to us as copies conform to the original
documents, and there has been (or
NetMoves Corporation January 14, 2000
Page 2
will be by the Effective Time) due execution and delivery of all documents where
due execution and delivery are prerequisites to the effectiveness thereof; and
B. The Merger will be consummated in accordance with the
Agreement without any waiver or breach of any material provision thereof, and
the Merger will be effective under applicable state law.
Based on our examination of the foregoing items and subject to
the assumptions, exceptions, limitations and qualifications set forth herein, we
are of the opinion that the statements regarding United States federal income
tax consequences set forth in the Registration Statement under the heading
"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," insofar as they constitute
statements of law or legal conclusions, are correct in all material respects. We
express no opinion as to any federal, state or local, foreign or other tax
consequences, other than as set forth in the Registration Statement under the
heading "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 addition to the assumptions and representations described
above, this opinion is subject to the exceptions, limitations and qualifications
set forth below.
(1) This opinion represents and is based upon our best
judgment regarding the application of federal income tax laws arising under the
Code, existing judicial decisions, administrative regulations and published
rulings and procedures. Our opinion is not binding upon the Internal Revenue
Service or the courts, and there is no assurance that the Internal Revenue
Service will not successfully assert a contrary position. Furthermore, no
assurance can be given that future legislative, judicial or administrative
changes, on either a prospective or retroactive basis, will not adversely affect
the accuracy of the conclusions stated herein. Nevertheless, we undertake no
responsibility to advise you of any new developments in the application or
interpretation of the federal income tax laws.
(2) No opinion is expressed as to any transaction other than
the Merger (whether or not undertaken in connection with the Merger) or as to
any transaction whatsoever, including the Merger, if all the transactions
described in the Agreement are not consummated in accordance with the terms of
such Agreement and without waiver or breach of any material provision thereof or
if all of the statements, representations, warranties and assumptions upon which
we relied are not true and accurate at all relevant times. In the event any one
of the statements, representations, warranties or assumptions upon which we have
relied to issue this opinion is incorrect, our opinion might be adversely
affected and may not be relied upon.
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This opinion is rendered to you solely in connection with the
filing of the Registration Statement. We hereby consent to the filing of this
opinion as an exhibit to the Registration Statement. We also consent to the
references to our firm name wherever appearing in the Registration Statement
with respect to the discussion of the federal income tax consequences of the
Merger, including any amendments to the Registration Statement. This opinion may
not be relied upon for any other purpose, and may not be made available to any
other person, without our prior written consent.
Very truly yours,
XXXXXXX, PHLEGER & XXXXXXXX LLP
