EXHIBIT 8.1
June 15, 2001 [XXXXXXX LOGO]
Credence Systems Corporation
000 Xxxxxxx Xxx.
Xxxxxxx, XX 00000
Ladies and Gentlemen:
This opinion is being delivered to you in connection with (i) the Agreement and
Plan of Merger and Reorganization (the "Agreement") dated as of May 16, 2001,
between Credence Systems Corporation, a Delaware corporation ("Parent"), Iguana
Acquisition Corp., an Oregon corporation and a wholly owned subsidiary of Parent
("Merger Sub"), and Integrated Measurement Systems, Inc., an Oregon corporation
("Target"), and (ii) the preparation and filing with the Securities and Exchange
Commission of a Form S-4 Registration Statement relating to the Merger (the
"Registration Statement"). Pursuant to the Agreement, Merger Sub will merge
with and into Target (the "Merger"), and Target will become a wholly owned
subsidiary of Parent.
Except as otherwise provided, capitalized terms referred to herein have the
meanings set forth in the Agreement. All section references, unless otherwise
indicated, are to the Internal Revenue Code of 1986, as amended (the "Code").
We have acted as legal counsel to Parent in connection with the Merger. As
such, and for the purpose of rendering this opinion, we have examined and are
relying upon (without any independent investigation or review thereof) the truth
and accuracy, at all relevant times, of the statements, covenants,
representations and warranties contained in the following documents (including
all schedules and exhibits thereto):
1. The Agreement;
2. The Registration Statement; and
3. Such other instruments and documents related to Parent, Target, Merger Sub
and the Merger as we have deemed necessary or appropriate.
In connection with rendering this opinion, we have assumed or obtained
representations (and are relying thereon, without any independent investigation
or review thereof) that:
A. Original documents submitted to us (including signatures) are authentic,
documents submitted to us as copies conform to the original documents, and
there has been (or will
Credence Systems Corporation
June 15, 2001
Page 2
be by the Effective Time) due execution and delivery of all documents where
due execution and delivery are prerequisites to the effectiveness thereof;
and
B. The Merger will be consummated in accordance with the Agreement without any
waiver or breach of any material provision thereof, and the Merger will be
effective under applicable state law.
Based on our examination of the foregoing items and subject to the assumptions,
exceptions, limitations and qualifications set forth herein, we are of the
opinion that the statements regarding United States federal income tax
consequences set forth in the Registration Statement under the heading "The
Merger and Related Transactions -- Material Federal Income Tax Considerations,"
insofar as they constitute statements of law or legal conclusions, are correct
in all material respects. We express no opinion as to any federal, state or
local, foreign or other tax consequences, other than as set forth in the
Registration Statement under the heading "The Merger and Related Transactions --
Material Federal Income Tax Considerations."
In addition to the assumptions and representations described above, this opinion
is subject to the exceptions, limitations and qualifications set forth below.
(1) This opinion represents and is based upon our best judgment regarding the
application of federal income tax laws arising under the Code, existing
judicial decisions, administrative regulations and published rulings and
procedures. Our opinion is not binding upon the Internal Revenue Service
or the courts, and there is no assurance that the Internal Revenue Service
will not successfully assert a contrary position. Furthermore, no
assurance can be given that future legislative, judicial or administrative
changes, on either a prospective or retroactive basis, will not adversely
affect the accuracy of the conclusions stated herein. Nevertheless, we
undertake no responsibility to advise you of any new developments in the
application or interpretation of the federal income tax laws.
(2) No opinion is expressed as to any transaction other than the Merger
(whether or not undertaken in connection with the Merger) or as to any
transaction whatsoever, including the Merger, if all the transactions
described in the Agreement are not consummated in accordance with the terms
of such Agreement and without waiver or breach of any material provision
thereof or if all of the statements, representations, warranties and
assumptions upon which we relied are not true and accurate at all relevant
times. In the event any one of the statements, representations, warranties
or assumptions upon which we have relied to issue this opinion is
incorrect, our opinion might be adversely affected and may not be relied
upon.
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June 15, 2001
Page 3
This opinion is rendered to you solely in connection with the filing of the
Registration Statement. We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement. We also consent to the references to our
firm name wherever appearing in the Registration Statement with respect to the
discussion of the federal income tax consequences of the Merger, including any
amendments to the Registration Statement. This opinion may not be relied upon
for any other purpose, and may not be made available to any other person,
without our prior written consent.
Very truly yours,
/s/ XXXXXXX, PHLEGER & XXXXXXXX LLP
XXXXXXX, XXXXXXX & XXXXXXXX LLP
