Exhibit 8.1
[XXXXXXXX & XXXXXXXX LLP letterhead]
July 2, 1999
SQRIBE Technologies Corp.
000 Xxxxxxx Xxxxx
Xxxxxxx Xxxx, XX 00000
Ladies and Gentlemen:
This opinion is being delivered to you pursuant to Section 8.3(d) of
the Agreement and Plan of Reorganization (the "Agreement") dated as of February
23, 1999, by and among SQRIBE Technologies, Inc., a Delaware corporation (the
"Company"), Brio Technologies, Inc., a Delaware corporation ("Parent") and
Socrates Acquisition Corp., a Delaware corporation and wholly-owned subsidiary
of Brio ("Merger Sub"). Pursuant to the Agreement, Merger Sub will merge with
and into the Company (the "Merger") and the Company will be the Surviving
Company in the Merger. As a result of the Merger, each issued and outstanding
share of common stock of the Company will be converted into common stock of
Parent, and the Company will become a wholly-owned subsidiary of Parent.
The Agreement is described in the Registration Statement filed by
Parent with the Securities and Exchange Commission (the "Registration
Statement"), dated as of July 6, 1999. Unless otherwise indicated, any
capitalized terms used herein and not otherwise defined have the meaning
ascribed to them in the Agreement.
We have acted as legal counsel to the Company in connection with the
Merger. As such, and for purposes of rendering this opinion, we have examined
(or will examine on or prior to the Effective Date) and are familiar with the
Agreement, the Proxy Statement-Prospectus and such other presently existing
documents, records and matters of law as we have deemed necessary or appropriate
in connection with rendering this opinion.
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Sqribe Technologies, Inc.
July 2, 1999
Page 2
In addition, we have assumed (i) that the Merger will be consummated
in accordance with the provisions of the Agreement and as contemplated by the
Registration Statement, (ii) the truth and accuracy, on the date of the
Agreement and on the date hereof, of the representations and warranties made by
the Company and Parent in the Agreement, (iii) the truth and accuracy of the
representations made to us by the Company and Parent in their respective letters
to us dated July 2, 1999, and delivered to us for purposes of this opinion and
(iv) that any representation made "to the knowledge" or similarly qualified is
correct without such qualification.
The conclusion expressed herein represents our judgment of the proper
treatment of certain aspects of the Merger under the income tax laws of the
United States based upon the Internal Revenue Code of 1986, as amended (the
"Code"), Treasury Regulations, rulings and other pronouncements of the Internal
Revenue Service (the "IRS") currently in effect, and judicial decisions, all of
which are subject to change, prospectively or retroactively. No assurance can
be given that such changes will not take place, or that such changes would not
affect the conclusion expressed herein. Furthermore, our opinion represents
only our best judgment of how a court would conclude if presented with the
issues addressed herein and is not binding upon either the IRS or any court.
Thus, no assurance can be given that a position taken in reliance on our opinion
will not be challenged by the IRS or rejected by a court.
Our opinion relates solely to the tax consequences of the Merger under
the federal income tax laws of the United States, and we express no opinion (and
no opinion should be inferred) regarding the tax consequences of the Merger
under the laws of any other jurisdiction. This opinion addresses only the
specific issue set forth below, and does not address any other tax consequences
that may result from the Merger or any other transaction (including any
transaction undertaken in connection with the Merger).
No opinion is expressed as to any transaction other than the Merger as
described in the Agreement or as to any transaction whatsoever, including the
Merger, if all of the transactions described in the Agreement are not
consummated in accordance with the terms of the Agreement and without waiver or
breach of any material provision thereof, or if all the representation,
warranties, statements and assumptions upon which we rely are not true and
accurate at all relevant times. In the event any one of the statements,
representations, warranties or assumptions upon which we rely to issue this
opinion is incorrect, our opinion might be adversely affected and may not be
relied upon.
Based upon and subject to the foregoing, we are of the opinion that
the Merger will constitute a reorganization within the meaning of Section 368(a)
of the
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Sqribe Technologies, Inc.
July 2, 1999
Page 3
Code, and each of Parent, Merger Sub and the Company will be a party to the
reorganization within the meaning of Section 368(b) of the Code.
This opinion is intended solely for your benefit and for the benefit
of your shareholders; 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.
We hereby consent to the use of our name under the caption "THE
MERGERFederal Income Tax Considerations" in the Registration Statement 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 Commission thereunder.
Very truly yours,
/s/ Xxxxxxxx & Xxxxxxxx LLP
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