EXHIBIT 8.2
FORM OF CGC OPINION
[CGC Letterhead]
February , 1996
Illustra Information Technologies, Inc.
0000 Xxxxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Dear Sir or Madam:
This opinion is being delivered to you in accordance with the Agreement and Plan
of Reorganization dated December 20, 1995 (the "Reorganization Agreement") by
and among Informix Corporation, a Delaware corporation ("Parent"), Informix
Delaware, Inc., a Delaware corporation and wholly owned subsidiary of Parent
("Merger Sub"), and Illustra Information Technologies, Inc., a Delaware
corporation (the "Company"). Merger Sub will merge into the Company (the
"Merger") pursuant to the Reorganization Agreement and related Agreement of
Merger to be filed by Xxxxxx Sub and the Company with the Secretary of State of
Delaware on the Closing Date (collectively, including the exhibits to each, the
"Agreements").
Except as otherwise provided, capitalized terms not defined herein have the
meanings set forth in the Reorganization Agreement or in certificates dated
February , 1996 delivered to us by Parent, Merger Sub and the Company
containing certain representations of Parent, Merger Sub and the Company (the
"Certificates of Representations"). All section references, unless otherwise
indicated, are to the Internal Revenue Code of 1986, as amended (the "Code").
We have acted as counsel to the Company in connection with the Merger. As such,
and for the purpose of rendering this opinion, we have examined originals,
certified copies or copies otherwise identified to our satisfaction as being
true copies of the original of the following documents (including all exhibits
and schedules attached thereto):
(a) the Agreements;
(b) the Registration Statement on Form S-4 filed by Parent with the
Securities and Exchange Commission (the "Registration Statement");
(c) the Certificates of Representations;
(d) Affiliates Agreements entered into by certain Company stockholders; and
(e) such other instruments and documents related to the formation,
organization and operation of Parent, Merger Sub and the Company and related to
the consummation of the Merger and the transactions contemplated thereby as we
have deemed necessary or appropriate.
In connection with rendering this opinion, we have assumed (without any
independent investigation or review thereof):
1. Original documents (including signatures) are authentic, documents
submitted to us as copies conform to the original documents, and there is (or
will be prior to the Closing) due execution and delivery of all documents where
due execution and delivery are a prerequisite to the effectiveness thereof;
Illustra Information Technologies, Inc.
February , 1996
Page 2
2. The truth and accuracy at all relevant times, of all representations,
warranties and statements made or agreed to by Parent, Merger Sub and the
Company, their managements, employees, officers, directors and stockholders in
connection with the Merger, including but not limited to those set forth in the
Agreements (including the exhibits) and the Certificates of Representations; and
that all covenants contained in such agreements are performed without waiver or
breach of any material provision thereof; and
3. There is no plan or intention on the part of the Company's stockholders
to engage in a sale, exchange, transfer, distribution, pledge or other
disposition (including a distribution by a corporation to its stockholders) or
any transaction which would result in a reduction of risk of ownership, or a
direct or indirect disposition (a "Sale") of shares of Parent Common Stock to be
received in the Merger that would reduce the Company stockholders' ownership of
Parent Common Stock to a number of shares having an aggregate fair market value,
as of the Effective Time, of less than fifty percent (50%) of the aggregate fair
market value of all of the capital stock of the Company outstanding immediately
prior to the consummation of the Merger. Shares of the Company capital stock (a)
with respect to which dissenters' rights are exercised in the Merger, (b) which
are exchanged for cash in lieu of fractional shares of Parent Common Stock or
(c) which are sold, redeemed or disposed of in a transaction that is in
contemplation of or related to the Merger, shall be considered shares of capital
stock of the Company which are exchanged in the Merger for shares of Parent
Common Stock which are then disposed of pursuant to a plan.
Based on our examination of the foregoing items and subject to the limitations,
qualifications, assumptions and caveats set forth herein, we are of the opinion
that:
(a) For federal income tax purposes, the Merger will qualify as a
"reorganization" as defined in Section 368(a) of the Code; and
(b) The discussion entitled "Certain Federal Income Tax Considerations" in
the Prospectus constituting a part of the Registration Statement insofar as it
relates to the statements of law or legal conclusions is correct in all material
respects.
This opinion does not address the various state, local or foreign tax
consequences that may result from the Merger. In addition, no opinion is
expressed as to any federal income tax consequence of the Merger except as
specifically set forth herein and this opinion may not be relied upon except
with respect to the consequences specifically discussed herein.
No opinion is expressed as to any transaction other than the Merger as described
in the Agreements or to any other transaction whatsoever including the Merger if
all the transactions described in the Agreements are not consummated in
accordance with the terms of the Agreements and without waiver of any material
provision thereof. To the extent any of the representations, warranties,
statements and assumptions material to our opinion and upon which we have relied
are not complete, correct, true and accurate in all material respects at all
relevant times, our opinion would be adversely affected and should not be relied
upon.
This opinion only represents our best judgment as to the federal income tax
consequences of the Merger and is not binding on the Internal Revenue Service or
the courts. The conclusions are based on the Code, existing judicial decisions,
administration regulations and published rulings. No assurance can be given that
future legislative, judicial or administrative changes would not adversely
affect the accuracy of the conclusions stated herein. Nevertheless, by rendering
this opinion, we undertake no responsibility to advise you of any new
developments in the application or interpretation of the federal income tax
laws.
This opinion may not be relied upon or utilized for any other purpose or by any
other person or entity, and may not be distributed or otherwise made available
to any other person or entity without our prior
Illustra Information Technologies, Inc.
February , 1996
Page 3
written consent. We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the use of our name under the heading
"Certain Federal Income Tax Considerations" in the Registration Statement.
Sincerely,
XXXXXX GODWARD XXXXXX
XXXXXXXXX & XXXXX
Xxxxx Xxxxxx Xxxxxxx
