Exhibit 8.2
[XXXXXX XXXXXXX XXXXXXXX & XXXXXX XXXXXXXXXX]
May 28, 2002
Simplex Solutions, Inc.
000 Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Re: Merger by and among Simplex Solutions, Inc., a Delaware corporation
("Simplex Solutions"), Cadence Design Systems, Inc., a Delaware
corporation ("Cadence"), and Zodiac Acquisition, Inc., a Delaware
corporation ("Merger Sub").
Ladies and Gentlemen:
We have acted as counsel to Simplex Solutions in connection with the
proposed merger (the "Merger") of Cadence's wholly-owned transitory merger
subsidiary, Merger Sub, with and into Simplex Solutions pursuant to an
Agreement and Plan of Merger dated as of April 24, 2002, (the "Merger
Agreement"). The Merger and certain proposed transactions incident thereto are
described in the Registration Statement on Form S-4 (the "Registration
Statement") of Cadence that includes the Proxy Statement/Prospectus of Cadence
and Simplex Solutions (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 Merger 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 Merger
Agreement, (ii) the truth and accuracy of the representations and warranties
made by Cadence, Simplex Solutions and Merger Sub in the Merger Agreement, and
(iii) the truth and accuracy of the certificates of representations to be
provided to us by Cadence, Simplex Solutions, and Merger Sub.
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 that 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.
[XXXXXX XXXXXXX XXXXXXXX & XXXXXX XXXXXXXXXX]
Simplex Solutions, Inc.
May 28, 2002
Page 2
Based upon and subject to the foregoing, in our opinion, the discussion
contained in the Registration Statement under the caption "MATERIAL U.S.
FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER," subject to the limitations and
qualifications described therein, sets forth the material U.S. Federal income
tax considerations 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 federal income tax considerations 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 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 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,
/s/ XXXXXX XXXXXXX XXXXXXXX & XXXXXX P.C.
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XXXXXX XXXXXXX XXXXXXXX & XXXXXX
Professional Corporation
