EXHIBIT 8.01
December 10, 1999
Xionics Document Technologies, Inc.
00 Xxxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
Ladies and Gentlemen:
This opinion is furnished to you pursuant to Section 8.1(g) of the
Agreement and Plan of Merger and Reorganization dated as of July 29, 1999
(the "Agreement"), among Oak Technologies, Inc., a Delaware corporation
("Oak"), Vermont Acquisition Corp., a Delaware corporation ("Merger Sub"),
and Xionics Document Technologies, Inc., a Delaware corporation ("Xionics").
Pursuant to the Agreement, Xionics will merge with and into Merger Sub, with
Merger Sub continuing as the surviving corporation and as a wholly-owned
direct subsidiary of Oak, in a transaction (the "Merger") in which the
existing stockholders of Xionics will receive cash and Oak common stock in
exchange for their issued and outstanding shares of Xionics common stock.
You have requested our opinion as to certain federal income tax consequences
anticipated to follow from implementation of the Agreement. Capitalized
terms not defined herein have the respective meanings set forth in the
Agreement.
For purposes of our opinion, we have examined and relied upon the
originals or copies, certified or otherwise identified to us to our
satisfaction, of the Agreement, the joint proxy statement/prospectus dated
December 9, 1999 (the "Proxy/Prospectus") included in the registration
statement on Form S-4 filed with the Securities and Exchange Commission by
Oak in connection with the Merger, and related documents (collectively, the
"Documents"). In that examination, we have assumed the genuineness of all
signatures, the authenticity and completeness of all documents purporting to
be originals (whether reviewed by us in original or copy form) and the
conformity to the originals of all documents purporting to be copies,
including electronic copies.
As to certain factual matters, we have relied with your consent upon,
and our opinion is limited by, the representations and statements of the
various parties set forth in the Documents and in the certificates from Oak,
Merger Sub, and Xionics dated the date hereof, copies of which are attached
hereto (the "Certificates"). Our opinion assumes (i) that all
representations and statements set forth in the Documents and in the
Certificates are true, correct, and complete as of the dates made and as of
the date hereof and (ii) that those representations and statements can and
will be reconfirmed as of the time of the Merger. Our opinion is limited
solely to the provisions of the federal Internal Revenue Code as now in
effect (the "Code"), and the regulations, rulings, and
Xionics Document Technologies, Inc.
December __, 1999
Page 2
interpretations thereof in force as of this date and we assume no obligation
to advise you of changes in the law or fact that occur after the date of this
opinion.
On the basis of and subject to the foregoing, assuming due adoption
and implementation of the Agreement in accordance with its terms and
consistent with the representations set out in the Documents and Certificates
(and without any waiver or modification of any thereof), we are of the
opinion that for federal income tax purposes:
1. The Merger will constitute a reorganization within the meaning of
Section 368(a) of the Code.
2. Subject to paragraph 3 below, holders of Xionics common stock
will recognize gain but not loss equal to the lesser of: (a) the excess, if
any, of the consideration received by such holder in the Merger over the
holder's tax basis in such Xionics common stock; and (b) the amount of cash
received in the Merger (excluding cash received in lieu of fractional shares
of Oak common stock).
3. In addition to any gain recognized as described in paragraph 2
above, a holder of Xionics common stock who receives cash in lieu of a
fractional share of Oak common stock will be treated has having received the
fractional share and having sold it to Oak, and will recognize gain or loss
as a result in an amount equal to the difference between the amount of cash
received and the holder's tax basis allocable to the fractional share.
4. The aggregate basis in the Oak common stock received in the
Merger by a Xionics stockholder will equal such stockholder's basis in the
Xionics common stock surrendered in exchange therefor, reduced by the cash
received and any tax basis allocable to any fractional share and increased by
the amount of realized gain other than gain realized with respect to any
fractional share.
5. The holding period of Oak common stock to be received in the
Merger by a Xionics stockholder will include the period during which the
stockholder held the Xionics common stock surrendered in exchange therefor;
PROVIDED THAT, such Xionics common stock is held as a capital asset by that
stockholder at the time of the Merger.
This opinion is being delivered solely to you for your use in
connection with the Merger. It may not be made available to or relied upon
by any other person or entity < , OTHER THAN THE STOCKHOLDERS OF XIONICS, > or
used for any other purpose without our prior written consent.
< WE HEREBY CONSENT TO THE FILING OF THIS OPINION WITH THE SECURITIES AND
EXCHANGE COMMISSION AS AN EXHIBIT TO THE DOCUMENTS, AND TO THE REFERENCES TO
US UNDER THE CAPTION "THE MERGER -- FEDERAL INCOME TAX CONSEQUENCES"
AND ELSEWHERE IN THE PROXY/PROSPECTUS. IN GIVING SUCH 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. >
Very truly yours,
/s/ XXXXXXX XXXX LLP
XXXXXXX XXXX LLP
