EXHIBIT 8.2(a)
[Date], 2001
Remedy Corporation
0000 Xxxxxxxxxx Xxxx
Xxxxxxxx Xxxx, XX 00000
Re: Merger pursuant to the Agreement and Plan of Merger and
Reorganization (the "Agreement") dated June 10, 2001 by and
among Peregrine Systems, Inc., a Delaware corporation
("Peregrine"), Rose Acquisition Corporation, a Delaware
corporation and a wholly-owned subsidiary of Parent ("Merger
Sub"), and Remedy Corporation, a Delaware corporation
("Remedy")
Ladies and Gentlemen:
We have acted as counsel to Remedy in connection with the proposed
merger (the "Merger") of Remedy with and into Merger Sub pursuant to the
Agreement. The Merger and certain proposed transactions incident thereto are
described in the Registration Statement on Form S-4 (the "Registration
Statement") of Peregrine, which includes the Proxy Statement/Prospectus of
Peregrine and Remedy (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 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 Agreement, (ii) the truth and
accuracy of the representations and warranties made by Xxxxxxxxx, Merger Sub and
Remedy in the Agreement, and (iii) the truth and accuracy of the certificates of
representations expected to be provided to us by Xxxxxxxxx, Merger Sub and
Remedy.
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.
Remedy Corporation
[Date], 2001
Page 2
Based upon and subject to the foregoing, in our opinion, the discussion
contained in the Registration Statement under the caption "THE MERGER - Material
United States Federal Income Tax Consequences of the Merger," 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 U.S. federal income tax consequences 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 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,
XXXXXXXXX XXXXXXX XXXXXX XXXXXXXXXX
& XXXXXXXXX LLP
