EXHIBIT 8.2
[LETTERHEAD OF XXXXX, XXXX & XXXXXXXX]
October 19, 2001
C-MAC Industries Inc.
0000 Xxxxxxxxxx Xxxxxx Xxxx, Xxxxx 0000
Xxxxxxxx, Xxxxxx
Re: Combination Agreement, dated as of August 8, 2001, by and among
Solectron Corporation ("Solectron"), 3924548 Canada Inc. and
C-MAC Industries Inc. ("C-MAC" and, together with Solectron and
3924548 Canada Inc., the "Original Parties"), as amended by
Amendment 1 thereto (such agreement and amendment, together, the
"Agreement"), dated as of September 7, 2001, by and among the
Original Parties and Solectron Global Services Canada Inc.
("Exchangeco")
Ladies and Gentlemen:
We have acted as special U.S. counsel to C-MAC in connection with the
proposed business combination (the "Combination") with Solectron pursuant to the
Agreement and the Plan of Arrangement (the "Plan of Arrangement") a form of
which is attached as an exhibit to the Agreement. The Combination and certain
proposed transactions incident thereto are described in the Registration
Statement on Form S-4 (the "Registration Statement") of Solectron, which
includes C-MAC's Management Information Circular and Solectron's Proxy
Statement/Prospectus (the "Circular/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 Registration Statement.
In connection with this opinion, we have examined and are familiar with
the Agreement and the Plan of Arrangement, 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 Combination will be consummated in the manner contemplated
by the Circular/Proxy Statement/Prospectus and in accordance with the provisions
of
C-MAC Industries Inc. 2 October 19, 2001
the Agreement and the Plan of Arrangement and (ii) the truth and accuracy of
the representations and warranties made by Solectron, Exchangeco and C-MAC in
the Agreement.
Because this opinion is being delivered prior to the Effective Time of
the Combination, it must be considered prospective and dependent on future
events. There can be no assurance that changes in the law will not take place
that could affect the U.S. federal income tax consequences of the Combination or
that contrary positions may not be taken by the Internal Revenue Service.
Based upon and subject to the foregoing, in our opinion, the discussion
contained in the Registration Statement under the caption "TAX CONSIDERATIONS
FOR C-MAC SECURITYHOLDERS -- United States Federal Income Tax Considerations for
C-MAC Shareholders," subject to the limitations and qualifications described
therein, sets forth the material U.S. federal income tax consequences to Holders
who receive Solectron common stock or exchangeable shares, as the case may be,
pursuant to the Combination.
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 U.S. federal income tax consequences of the
Combination, including the Circular/Proxy Statement/Prospectus constituting
parts 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 the 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/ Xxxxx Xxxx & Xxxxxxxx
