EXHIBIT 8
[XXXXXX, GOLDEN & GREGORY LETTERHEAD]
August , 1998
IMNET Systems, Inc.
0000 Xxxxxxxx Xxxxx
Windward Fairways II
Alpharetta, Georgia 30005
Ladies and Gentlemen:
This opinion is being delivered in connection with the Agreement of Merger
("Merger Agreement"), dated as of July 23, 1998, by and among HBO & Company
("Parent"), HBO & Company of Georgia ("Purchaser"), and IMNET Systems, Inc.
("Acquired Company"). Pursuant to the Merger Agreement, Acquired Company will
merge with and into Purchaser (the "Merger"), and Purchaser will be the
survivor. This opinion is issued with respect to certain Federal income tax
consequences of the Merger. Reference to such opinion is made in the Proxy
Statement/Prospectus of Parent and Acquired Company contained in the
Registration Statement on Form S-4 of Parent (File No. 333- ) (the
"Registration Statement").
All capitalized terms not otherwise defined herein have the meaning assigned
to them in the Merger 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 Acquired Company in connection with the
Merger. As such, and for the purpose of rendering this opinion, we have examined
(or will examine on or prior to the Effective Time of the Merger) and are
relying (or will rely) 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:
1. The Merger Agreement;
2. The Proxy Statement/Prospectus of Parent and Acquired Company;
3. The representation letter from Parent and Purchaser to us;
4. The representation letter from Acquired Company to us;
5. Such other documents, records and matters of law as in our judgment
were necessary or appropriate.
In connection with rendering this opinion, we have assumed (without any
independent investigation or review thereof) that original documents (including
signatures) are authentic, that documents submitted to us as copies conform to
the original documents, and that there has been (or will be by the Effective
Time of the Merger) due execution and delivery of all documents where due
execution and delivery are prerequisites to the effectiveness thereof. We have
assumed that the Merger will be consummated pursuant to applicable state law in
accordance with the Merger Agreement and as described in the Proxy
Statement/Prospectus.
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, for Federal income tax purposes:
1. The Merger will qualify as a reorganization pursuant to Section
368(a) of the Code;
2. No gain or loss will be recognized by Acquired Company as the result
of the consummation of the Merger;
3. No gain or loss will be recognized by an Acquired Company stockholder
upon the exchange of the shares of Acquired Company Common Stock for shares
of Parent Common Stock pursuant to the Merger, except on the receipt of cash
in lieu of a fractional share interest in Parent Common Stock;
4. The aggregate adjusted tax basis of shares of Parent Common Stock
received (including fractional share interests deemed received) by an
Acquired Company stockholder as the result of the
IMNET Systems, Inc.
August , 1998
Page 2
Merger will be the same as the aggregate adjusted tax basis of the shares of
Acquired Company Common Stock surrendered in exchange therefor;
5. The holding period of the shares of Parent Common Stock received
(including fractional share interests deemed received) by an Acquired
Company stockholder as a result of the Merger will include the holding
period of the shares of Acquired Company Common Stock surrendered in
exchange therefor, provided that such Acquired Company Common Stock is held
as a capital asset by the Acquired Company stockholder at the consummation
of the Merger; and
6. An Acquired Company stockholder who receives cash in lieu of a
fractional interest in a share of Parent Common Stock will be treated as if
the fractional share were distributed as part of the exchange and were then
redeemed for the cash payment, resulting in gain or loss equal to the
difference between the cash amount received and the portion of the
stockholder's basis in Acquired Company Common Stock allocable to the
fractional share.
In addition to the assumptions set forth 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 we cannot provide assurance that the Internal Revenue
Service will not assert a contrary position. Furthermore, we cannot provide
assurance that future legislative, judicial or administrative changes would
not, on either a prospective or retroactive basis, adversely affect the
accuracy of the conclusions stated herein. Moreover, we undertake no
responsibility to advise you of any new developments in the application or
interpretation of the Federal income tax laws as they might relate to this
opinion.
2. This opinion addresses only whether the Merger will qualify as a
reorganization under Section 368(a) of the Code and the Federal income tax
consequences listed above. The opinion does not address any other Federal,
state, local or foreign tax consequences that may result from the Merger or
any other transaction.
3. No opinion is expressed as to any transaction other than the Merger
as described in the Merger Agreement. Moreover, we have assumed that all the
transactions described in the Agreements have been or will be consummated in
accordance with the terms of such Agreements and without waiver or breach of
any material provision thereof and that all of the representations,
warranties, statements and assumptions upon which we have relied remain true
and accurate at all relevant times. In the event that any of the
representations, warranties, statements or assumptions upon which we have
relied is incorrect, this opinion may be adversely affected and some or all
of the conclusions stated above may not apply.
4. This opinion has been delivered to you for the purpose of satisfying
the condition set forth in Section 7.5 of the Merger Agreement and is
intended solely for your benefit. It may not be relied upon for any other
purpose or by any other person or entity, and may not be made available to
any other person or entity, without our prior written consent.
5. We hereby consent to the filing of this opinion as Exhibit 8 to the
Registration Statement and the references to this firm under the headings
"Certain Federal Income Tax Consequences" and "Certain Legal Matters" in
such Registration Statement.
Very truly yours,
XXXXXX XXXXXX & XXXXXXX, LLP
