Exhibit 8.1
November __, 2000
PercuSurge, Inc.
000 Xxxxxxx Xxxxxxx
Xxxxxxxxx, XX 00000
Re: Merger by and among Medtronic, Inc., a Minnesota corporation
("Medtronic"), Trojan Merger Corp., a Delaware corporation and
a wholly-owned subsidiary of Medtronic ("Merger Sub"), and
PercuSurge, Inc., a Delaware corporation ("PercuSurge")
Ladies and Gentlemen:
We have acted as counsel to PercuSurge in connection with the proposed
merger (the "Merger") of Medtronic's wholly-owned subsidiary, Merger Sub, with
and into PercuSurge pursuant to an Agreement and Plan of Merger dated as of
October 19, 2000, (the "Merger Agreement"). The Merger and certain proposed
transactions incident thereto are described in the Registration Statement on
Form S-4 (the "Registration Statement") of Medtronic, which includes the Proxy
Statement/Prospectus of Medtronic and PercuSurge (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 Proxy
Statement/Prospectus.
In connection with this opinion, we have examined and are familiar with
the Merger 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 Merger will be consummated in the manner contemplated by the Proxy
Statement/Prospectus and in accordance with the provisions of the Merger
Agreement (ii) the truth and accuracy of the representations and warranties made
by Medtronic, Merger Sub and PercuSurge in the Merger Agreement, and (iii) the
truth and accuracy of the certificates of representations expected to be
provided to us by Medtronic, Merger Sub and PercuSurge.
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 U.S. federal income tax consequences of the Merger or that
contrary positions may not be taken by the Internal Revenue Service.
PercuSurge, Inc. DRAFT
November __, 2000
Page 2
Based upon and subject to the foregoing, in our opinion, the discussion
contained in the Registration Statement under the caption "Certain Federal
Income Tax Consequences," subject to the limitations and qualifications
described therein, sets forth the material U.S. federal income tax consequences
generally applicable to 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 considerations of 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,
XXXXXX XXXXXXX XXXXXXXX & XXXXXX
Professional Corporation
