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EXHIBIT 8.1
[XXXXXXX XXXXXXX & XXXXXXXX LLP LETTERHEAD]
May 14, 1999
Cisco Systems, Inc.
000 Xxxx Xxxxxx Xxxxx
Xxx Xxxx, XX 00000
Ladies and Gentlemen:
This opinion is being delivered to you in connection with (i) the
Agreement and Plan of Reorganization and Merger (the "Agreement") dated as of
April 12, 1999, among Cisco Systems, Inc., a California corporation ("Cisco"),
Geronimo Merger Corporation, a Delaware corporation ("Sub"), and GeoTel
Communications Corporation, a Delaware corporation ("GeoTel"), 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, Sub will merge with and into GeoTel (the "Merger"),
and GeoTel will become a wholly owned subsidiary of Cisco.
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 Cisco 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;
3. Tax representation letters (the "Tax Representation Letters")
delivered to us by Xxxxx and GeoTel; and
4. Such other instruments and documents related to the formation,
organization and operation of Cisco, GeoTel and Sub and to the consummation of
the Merger and the other transactions contemplated by the Agreement as we have
deemed necessary or appropriate.
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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 will be by the Effective Time) due execution
and delivery of all documents where due execution and delivery are prerequisites
to the effectiveness thereof;
B. The Tax Representation Letters are true in all material
respects; and
C. 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 and Related Transactions - Certain 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 "The Merger and Related Transactions -
Certain 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
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Cisco Systems, Inc. May 14, 1999
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breach of any material provision thereof or if all of the representations,
warranties, statements and assumptions upon which we relied (including, without
limitation, the Tax Representation Letters of the parties referred to above) 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 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,
/s/ XXXXXXX, XXXXXXX & XXXXXXXX LLP
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XXXXXXX, XXXXXXX & XXXXXXXX LLP
