EXHIBIT 8.2
[Letterhead of Xxxx, Xxxxxxxx, Xxxxxxxx & Xxxxxx LLP]
January 20, 2000
Photronics, Inc.
0000 Xxxx Xxxxxxxxxx Xxxx
Xxxxxxx, Xxxxxxx 00000
Re: Agreement and Plan of Merger, dated as of September 15, 1999, among
Photronics, Inc., AL Acquisition Corp. and Align-Rite International,
Inc.
Ladies and Gentlemen:
We have acted as counsel to Photronics, Inc., a Connecticut
corporation (the "Company"), in connection with the proposed merger of AL
Acquisition Corp., a California corporation ("AL") and a wholly owned subsidiary
of the Company, with and into Align-Rite International, Inc. ("Align-Rite") (the
"Merger") pursuant to the Agreement and Plan of Merger dated as of September 15,
1999, among the Company, AL and Align-Rite (the "Merger Agreement"). At your
request, in connection with the filing of the registration statement on Form S-4
filed with the Securities and Exchange Commission in connection with the Merger
(the "Registration Statement"), we are rendering our opinion regarding certain
federal income tax consequences of the Merger.
Except as otherwise provided, capitalized terms not defined herein
have the meanings set forth in the Merger Agreement or in the certificates that
have been delivered to us by the Company (on behalf of the Company and AL) and
Align-Rite for purposes of this opinion and that contain the representations of
the Company and Align-Rite (the "Officer's Certificates").
This opinion is based upon and subject to:
(i) the Merger being effected in the manner described in the
Registration Statement and Proxy Statement (the "Proxy Statement") and in
accordance with the provisions of the Merger Agreement, which is the only
document containing the substantive terms of the Merger;
(ii) the accuracy and completeness, at all times through the
Effective Time of the Merger, of the representations made to us by the Company
and Align-Rite in their respective Officer's Certificates (including, in the
case of representations made to the best
Photronics, Inc.
January 20, 2000
Page 2
knowledge of the Company or Align-Rite management, or similarly qualified, the
accuracy and completeness, at all times through the Effective Time of the
Merger, of such representations as though not so qualified);
(iii) the accuracy and completeness, at all times through the
Effective Time of the Merger, of the statements concerning the Merger set forth
in the Registration Statement, Proxy Statement and Merger Agreement, including
the purposes of the Company and Align-Rite for consummating the Merger; and
(iv) the accuracy and completeness, at all times through the
Effective Time of the Merger, of any statements concerning the Merger that have
come to our attention during our engagement.
Based on our examination of the foregoing items and subject to the
limitations set forth herein, we are of the opinion that, for United States
federal income tax purposes, the Merger will constitute a reorganization within
the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended
(the "Code").
Our opinion is based on current provisions of the Code, Treasury
Regulations promulgated thereunder, published pronouncements of the Internal
Revenue Service and case law, any of which may be changed at any time with
retroactive effect. Any change in applicable laws or facts and circumstances
surrounding the Merger, or any inaccuracy in the statements, facts, assumptions
and representations on which we have relied, may affect the continuing validity
of the opinion set forth herein. We assume no responsibility to inform you of
any change or inaccuracy that may occur or come to our attention.
We express no opinion as to the United States federal income tax
consequences of the Merger to stockholders subject to special treatment under
United States federal income tax law (including, for example, financial
institutions, tax-exempt organizations, insurance companies, dealers in
securities or foreign currencies, traders in securities who elect to apply a
mark-to-market method of accounting, foreign holders, persons who hold shares as
a hedge against currency risk or as part of a straddle, constructive sale or
conversion transaction, holders who acquired their shares of the Company upon
the exercise of employee stock options or otherwise as compensation, and holders
who do not hold their shares of the Company as capital assets within the meaning
of Section 1221 of the Code). In addition, no opinion is expressed with respect
Photronics, Inc.
January 20, 2000
Page 3
to the tax consequences of the Merger under applicable foreign, state or local
laws or under any federal tax laws other than those pertaining to the income
tax, and our opinion may not be relied upon, in each case except to the extent
specifically stated herein.
Very truly yours,
/s/ Xxxx, Xxxxxxxx, Xxxxxxxx & Xxxxxx LLP
