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Exhibit 8.2
[LETTERHEAD OF XXXXXX XXXXXXX XXXXXXXX & XXXXXX, PROFESSIONAL CORPORATION]
April 12, 2001
C-Cube Microsystems Inc.
0000 XxXxxxxx Xxxxxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
RE: EXCHANGE OFFER AND MERGER TRANSACTION AMONG C-CUBE MICROSYSTEMS INC.,
A DELAWARE CORPORATION ("C-CUBE"), LSI LOGIC CORPORATION, A DELAWARE
CORPORATION ("LSI"), AND CLOVER ACQUISITION CORP., A DELAWARE
CORPORATION AND A WHOLLY OWNED SUBSIDIARY OF LSI ("MERGER SUB")
Ladies and Gentlemen:
We have acted as counsel to C-Cube in connection with the (i) the exchange
offer made by Merger Sub, a wholly owned subsidiary of LSI (the "Exchange
Offer") to exchange shares of LSI for shares of C-Cube, and (ii) the proposed
merger (the "Merger") of Merger Sub with and into C-Cube pursuant to an
Agreement and Plan of Reorganization dated as of March 26, 2001 (the
"Reorganization Agreement"). The Exchange Offer, the Merger and certain proposed
transactions incident thereto are described in the Registration Statement on
Form S-4 (the "Registration Statement") of LSI which includes the Proxy
Statement/Prospectus of LSI and C-Cube (the "Proxy Statement/Prospectus"). This
opinion is being rendered pursuant to the requirements of Item 21(a) of Form S-4
under the Securities Act of 1933, as amended. Unless otherwise indicated, any
capitalized terms used herein and not otherwise defined have the meaning
ascribed to them in the Reorganization Agreement.
In connection with this opinion, we have examined and are familiar with the
Reorganization Agreement, the Registration Statement, and such other presently
existing documents, records and matters of law as we have deemed necessary or
appropriate for purposes of our opinion. In addition, we have assumed (i) that
the Exchange Offer and the Merger will be consummated in the manner contemplated
by the Proxy Statement/Prospectus and in accordance with the provisions of the
Reorganization Agreement, (ii) the truth and accuracy of the representations and
warranties made by C-Cube, LSI and Merger Sub in the Reorganization Agreement,
and (iii) the truth and accuracy of the certificates of representations provided
to us by C-Cube, LSI and Merger Sub.
Because this opinion is being delivered prior to the Effective Time of the
Merger, it must be considered prospective and dependent on future events. There
can be no assurance that changes in the law will not take place which could
affect the United States Federal income tax considerations of the Exchange Offer
and/or the Merger or that contrary positions may not be taken by the Internal
Revenue Service.
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[LETTERHEAD OF XXXXXX XXXXXXX XXXXXXXX & XXXXXX, PROFESSIONAL CORPORATION]
C-Cube Microsystems Inc.
April 12, 2001
Page 2
Based upon and subject to the foregoing, in our opinion, the discussion
contained in the Registration Statement under the caption "Material Federal
Income Tax Consequences," subject to the limitations and qualifications
described therein, sets forth the material United States Federal income tax
considerations generally applicable to the Exchange Offer and the Merger.
This opinion is furnished to you solely for use in connection with the
Registration Statement. We hereby consent to the filing of this opinion as an
Exhibit to the Registration Statement. We also consent to the reference to our
firm name wherever appearing in the Registration Statement with respect to the
discussion of the material federal income tax consequences of the Exchange Offer
and the Merger, including the Proxy Statement/Prospectus constituting a part
thereof, and any amendment thereto. In giving this consent, we do not thereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission thereunder, nor do we
thereby admit that we are experts with respect to any part of such Registration
Statement within the meaning of the term "experts" as used in the Securities Act
of 1933, as amended, or the rules and regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
/s/ Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx
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XXXXXX XXXXXXX XXXXXXXX & XXXXXX
PROFESSIONAL CORPORATION
