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EXHIBIT 8.2
PIPER & MARBURY
L.L.P.
XXXXXXX CENTER SOUTH
00 XXXXX XXXXXXX XXXXXX XXXXXXXXXX
XXXXXXXXX, XXXXXXXX 00000-0000 NEW YORK
000-000-0000 PHILADELPHIA
FAX: 000-000-0000 EASTON
March ___, 1998
Trusted Information Systems, Inc.
0000 Xxxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Agreement and Plan of Reorganization (the "Merger Agreement"), dated as
of February 22, 1998, by and among Trusted Information Systems, Inc. (the
"Company"), Parent and Thor Acquisition Corp. ("Sub")
Ladies and Gentlemen:
We have acted as special counsel to Trusted Information Systems, Inc.
(the "Company") in connection with the transactions contemplated by the
Agreement and Plan of Reorganization (the "Merger Agreement"), dated as of
February 22, 1998, by and among the Company, Network Associates, Inc. ("Parent")
and Thor Acquisition Corp. ("Merger Sub"). This opinion is delivered on the
effective date of a Registration Statement on Form S-4 (the "Registration
Statement"), which includes the definitive Joint Proxy Statement/Prospectus of
Parent and Company dated March ____, 1998 (the "Proxy Statement/Prospectus"),
with respect to the transactions contemplated by the Merger Agreement. The
delivery of a letter expressing opinions in substantially the form hereof, and
the reconfirmation of such opinions on and as of the Effective Time, are
conditions to the obligations of Company to consummate the Merger pursuant to
section 6.1(d) of the Merger Agreement. All capitalized terms used herein,
unless otherwise specified, shall have the meanings ascribed to them in the
Merger Agreement.
In rendering our opinions, we have examined and relied upon the accuracy
and completeness of the facts, information, covenants and representations
contained in originals or copies, certified or otherwise identified to our
satisfaction, of the Merger Agreement, the Proxy Statement/Prospectus and such
other documents as we have deemed necessary or appropriate as a basis for the
opinions set forth below. Our opinions assume, among other things, the accuracy
as of the date hereof, and the accuracy as of the Effective Time, of such facts,
information, covenants, statements and representations, as well as an absence of
any change in the foregoing that are material to such opinions between the date
hereof and the Effective Time.
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We have assumed the genuineness of all signatures, the legal capacity of
all natural persons, the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us
as certified or photostatic copies and the authenticity of the originals of such
documents. We have also assumed that the transactions related to the Merger or
contemplated by the Merger Agreement that are to be consummated at the Effective
Time will be consummated at the Effective Time in accordance with the Merger
Agreement and as described in the Proxy Statement/Prospectus. In addition, our
opinions are expressly conditioned on, among other things, the accuracy as of
the date hereof, and the accuracy as of the Effective Time, of statements and
representations contained in certificates executed by officers of Parent and
Company as to certain facts relating to, and knowledge and intentions of, Parent
and Company, and certain facts relating to the Merger. We have assumed that such
statements and representations will be reconfirmed as of the Effective Time.
In rendering our opinion, we have considered the applicable provisions
of the U.S. Internal Revenue Code of 1986, as amended (the "Code"), Treasury
Regulations promulgated thereunder by the Treasury Department (the
"Regulations"), pertinent judicial authorities, rulings of the U.S. Internal
Revenue Service and such other authorities as we have considered relevant. It
should be noted that the Code, the Regulations, judicial decisions,
administrative interpretations and such other authorities are subject to change
at any time and, in some circumstances, with retroactive effect. A material
change in any of the authorities upon which our opinions are based could affect
our conclusions stated herein. In addition, there can be no assurance that the
Internal Revenue Service would not take a position contrary to that which is
stated in this opinion letter.
Based upon and subject to the foregoing, we are of the opinion that, for
United States federal income tax purposes:
1. the Merger will constitute a "reorganization" within the meaning of
Section 368(a) of the Code, and Company, Parent and Merger Sub will each be a
party to such reorganization within the meaning of Section 368(b) of the Code;
and
2. the summaries of Federal income tax consequences set forth in the
Proxy Statement/Prospectus under the headings "Summary -- Income Tax Treatment"
and "Approval of the Merger and Related Transactions -- Certain Federal Income
Tax Considerations" are accurate in all material respects as to matters of law
and legal conclusions.
Except as set forth above, we express no opinion to any party as to any
consequences of the Merger or any transactions related thereto. We are
furnishing this
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opinion to you solely in connection with the effectiveness of the Registration
Statement, and it is not to be used, relied upon, circulated, quoted or
otherwise referred to by any other person for any other purpose without our
prior written consent. In accordance with the requirements of Item 601(b)(23) of
Regulation S-K under the Securities Act, we hereby consent to the use of our
name in the Proxy Statement/Prospectus and to the filing of this opinion as an
Exhibit to the Registration Statement. In giving this consent, we do not admit
that we come within the category of persons whose consent is required under
Section 7 of the Securities Act or the rules and regulations of the Securities
Exchange Commission thereunder. This opinion is expressed as of the date hereof,
and we disclaim any undertaking to advise you of any subsequent changes of the
matters stated, represented or assumed herein or any subsequent changes in
applicable law.
Very truly yours,
