FULBRIGHT & XXXXXXXX L.L.P.
A REGISTERED LIMITED LIABILITY PARTNERSHIP
000 XXXXX XXXXXX XXXXXXX
XXX XXXX, XXX XXXX 00000-0000 WASHINGTON, D.C.
AUSTIN
TELEPHONE 212/000-0000 SAN ANTONIO
FACSIMILE 212/752-5958 DALLAS
NEW YORK
LOS ANGELES
LONDON
HONG KONG
November 8, 1999
Global Pharmaceutical Corporation
Xxxxxx & Xxxxxxxxxx Xxxxxxx
Xxxxxxxxxxxx, XX 00000-0000
Ladies and Gentlemen:
In connection with the Merger (the "Merger") of Impax Pharmaceuticals, Inc.
("Impax") with and into Global Pharmaceutical Corporation ("Global") pursuant to
the Agreement and Plan of Merger ("Merger Agreement"), dated as of July 26,
1999, by and among Global and Impax, you have asked that we deliver to you this
opinion with respect to certain federal income tax consequences of the Merger.
All capitalized terms not otherwise defined herein have the meaning assigned to
them in the Merger Agreement or the Joint Proxy Statement/Prospectus of Global
(the "Joint Proxy Statement/Prospectus"). 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 Global 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:
1. The Merger Agreement;
2. The Joint Proxy Statement/Prospectus;
3. Representations made to us by Global in an Officer's Certificate
reproduced as Attachment A hereto;
4. Representations made to us by Impax in an Officer's Certificate
reproduced as Attachment B hereto; and
5. Such other documents, records and matters of law as in our judgment
were necessary or appropriate.
November 8, 1999
Page 2
In connection with rendering this opinion, we have assumed (without any
independent investigation or review thereof) that original documents (including
signatures) are authentic, that documents submitted to us as copies conform to
the original documents, and that there has been (or will be by the Effective
Time of the Merger) due execution and delivery of all documents where due
execution and delivery are prerequisites to the effectiveness thereof.
Based on our examination of the foregoing items and subject to the
assumptions, exceptions, limitations and qualifications set forth herein, we
hereby confirm that our opinions regarding the federal income tax consequences
of the Merger are set forth in the Joint Proxy Statement/Prospectus under the
caption "The Merger Agreement--Material Federal Income Tax Consequences."
In addition to the assumptions set forth 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 we cannot provide assurance that the
Internal Revenue Service will not assert a contrary position. Furthermore,
we cannot provide assurance that future legislative, judicial or
administrative changes would not, on either a prospective or retroactive
basis, adversely affect the accuracy of the conclusions stated herein.
Moreover, we undertake no responsibility to advise you of any new
developments in the application or interpretation of the federal income tax
laws as they might relate to this opinion.
2. This opinion addresses only the matters set forth in the Joint
Proxy Statement/Prospectus section entitled "The Merger Agreement--Material
Federal Income Tax Consequences." The opinion does not address any other
federal, state, local or foreign tax consequences that may result from the
Merger or any other transaction.
3. No opinion is expressed as to any transaction other than the Merger
as described in the Merger Agreement. Moreover, we have assumed that all
the transactions described in the Merger Agreement have been or will be
consummated in accordance with the terms of such Merger Agreement and
without waiver or breach of any material provision thereof and that all of
the representations, warranties, statements and assumptions upon which we
have relied remain true and accurate at all relevant times. Any change
after the date hereof in the facts and circumstances surrounding the
Merger, or any inaccuracy in the representations, warranties, statements
and assumptions upon which we have relied may affect the continuing
validity of the opinion set forth herein. We assume no responsibility to
inform you of any such change or inaccuracy that may occur or come to our
attention.
4. This opinion is intended solely for your benefit and for the
benefit of the shareholders of Impax and Global. This opinion may not be
relied upon for any other purpose or by any other person or entity, and may
not be made available to any other person or entity, without our prior
written consent.
We consent to the filing of this opinion as Exhibit 8 to the Registration
Statement on Form S-4 filed on November 9, 1999 filed with the Securities and
Exchange Commission by Global and the reference to this firm under the headings
"Material Federal Income Tax Consequences" and "Legal Matters" in such
Registration Statement, and to the inclusion of our opinion in the Joint Proxy
Statement/Prospectus.
Very truly yours,
/s/ Fulbright & Xxxxxxxx L.L.P.
