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EXHIBIT 8.2
[XXXXXXX XXXXXXX & XXXXXXXX LLP LETTERHEAD]
November 8, 2000
Caldera Systems, Inc.
000 Xxxx Xxxxxx Xxxxxx
Xxxx, Xxxx 00000
Ladies and Gentlemen:
This opinion is being delivered to you in connection with (i) the
Agreement and Plan of Reorganization (the "Agreement") dated as of August 1,
2000, between Caldera International, Inc., a Delaware corporation, Caldera
Systems, Inc., a Delaware corporation ("Caldera"), and The Santa Xxxx Operation,
Inc., a California corporation, and (ii) the preparation and filing with the
Securities and Exchange Commission of a Form S-4 Registration Statement relating
to the combination contemplated by the Agreement (the "Registration Statement").
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 Caldera in connection with the
transaction. 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 the
transaction and the parties thereto 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 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 transaction will be consummated in accordance with the
Agreement without any waiver or breach of any material provision thereof.
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Caldera Systems, Inc. November 8, 2000
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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 "Material
United States Federal Income Tax Consequences of the Combination -- Material
Federal Income Tax Consequences of the Combination to the Caldera stockholders,"
insofar as they constitute statements of law or legal conclusions, are correct
in all material respects.
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 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.
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 transaction,
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, XXXXXXX & XXXXXXXX LLP
XXXXXXX, XXXXXXX & XXXXXXXX LLP
