EXHIBIT 8.2
[WSGR LETTERHEAD]
August 25, 1995
Frame Technology Corporation
000 Xxxx Xxx Xxxxxx Xxxxxx
Xxx Xxxx, Xxxxxxxxxx 00000
Ladies and Gentlemen:
This opinion is being delivered to you pursuant to Section 6.01(f) of the
Agreement and Plan of Merger and Reorganization dated as of June 22, 1995 (the
"Merger Agreement") among Adobe Systems Incorporated, a California corporation
("Adobe"), J Acquisition Corporation, a California corporation and wholly-owned
subsidiary of Adobe ("Merger Sub"), and Frame Technology Corporation, a
California corporation ("Frame"). Pursuant to the Merger Agreement, Merger Sub
will merge with and into Frame (the "Merger"), and immediately thereafter Frame
will merge with and into Adobe (the "Upstream Merger"). Alternatively, Section
8.04 of the Merger Agreement allows Adobe to amend the Merger Agreement to
either (i) not consummate the Upstream Merger or (ii) cause the acquisition of
Frame by Adobe to be effected solely by means of a forward merger of Frame with
and into Adobe (the "Forward Merger"). You have requested our opinion that
whichever is effectuated of (i) the Merger, (ii) the Merger and the Upstream
Merger, or (iii) the Forward Merger (the ultimate form of the transaction being
referred to as the "Transaction") will constitute a reorganization within the
meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the
"Code").
Except as otherwise provided, capitalized terms referred to herein have the
meanings set forth in the Merger 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 Frame in connection with the Transaction.
As such, and for the purpose of rendering this opinion, we have examined (or
will examine on or prior to the Effective Time) and are relying (or will rely)
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. Representations made to us by officers of Adobe and Merger Sub and Frame
in officers' certificates (the "Officers' Certificates") and we have assumed
that such Officers' Certificates will be updated as of the Effective Time; and
3. Such other instruments and documents related to the formation,
organization and operation of Adobe, Merger Sub and Frame, or to the
consummation of the Transaction and the transactions contemplated thereby 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:
1. Original documents (including signatures) are authentic, documents
submitted to us as copies conform to the original documents, and there has been
(or will be by the Effective Time) due execution and delivery of all documents
where due execution and delivery are prerequisites to effectiveness thereof;
2. Each merger undertaken will be effective under the law of California;
and
3. The Upstream Merger (if applicable) will be consummated as soon as
reasonably practicable after the Effective Time.
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:
(i) For federal income tax purposes, the Transaction, whether
effectuated by the Merger, the Merger and the Upstream Merger, or the
Forward Merger will qualify as a "reorganization" as defined in Section
368(a) of the Code; and
(ii) The discussion entitled "Certain Federal Income Tax Consequences"
in the Prospectus constituting a part of the Registration Statement insofar
as it relates to the statements of law or legal conclusions is correct in
all material respects.
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 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, would 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. This opinion addresses only the classification of the Transaction as a
reorganization under Section 368(a) of the Code, and does not address any other
federal, state, local or foreign tax consequences that may result from the
Transaction or any other transaction (including any transaction undertaken in
connection with the Transaction).
3. No opinion is expressed as to any transaction other than the Transaction
as described in the Merger Agreement or to any transaction whatsoever, including
the Transaction, if all the transactions described in the Merger Agreement are
not consummated in accordance with the terms of such Transaction Agreement and
without waiver or breach of any material provision thereof or if all of the
representations, warranties, statements 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.
4. This opinion has been delivered to you for the purpose of satisfying the
conditions set forth in Section 6.01(f) of the Merger Agreement and is intended
solely for your benefit; it 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 hereby consent to the filing of
this opinion as an exhibit to the Registration Statement and to the use of our
name under the heading "Certain Federal Income Tax Consequences" in the
Registration Statement.
Very truly yours,
XXXXXX XXXXXXX XXXXXXXX & XXXXXX
Professional Corporation
