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EXHIBIT 8.2
[XXXXXXX XXXXXXX & XXXXXXXX LETTERHEAD]
December 8, 2000
GaSonics International Corporation
0000 Xxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Ladies and Gentlemen:
This opinion is being delivered to you in connection with (i) the Agreement
and Plan of Reorganization (the "Agreement") dated as of October 25, 2000,
between Novellus Systems, Inc., a California corporation ("Parent"), Neptune
Acquisition-Sub, Inc., a Delaware corporation and a wholly owned subsidiary of
Parent ("Merger Sub"), and GaSonics International 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
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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 "The
Merger--Material United States Federal Income Tax Consequences of the Merger,"
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 "The Merger--Material United States
Federal Income Tax Consequences of the Merger."
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.
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
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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
