EXHIBIT 8.1
[HP LOGO]
May 22, 1997
Hewlett-Packard Company
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Ladies and Gentlemen:
This opinion is being delivered in connection with Section 6.1(d) of the
Agreement and Plan of Reorganization, dated as of April 22, 1997 (the
"Reorganization Agreement"), among Hewlett-Packard Company, a California
corporation ("Parent"), Tower Bridge Acquisition Corporation, a Delaware
corporation and wholly-owned subsidiary of Parent ("Merger Sub"), and Verifone,
Inc., a Delaware corporation (the " Company"). Pursuant to the Reorganization
Agreement, Merger Sub will merge into the Company (the "Merger").
Except as otherwise provided, capitalized terms not defined herein have the
meanings set forth in the Reorganization Agreement. All section references,
unless otherwise indicated, are to the Internal Revenue Code of 1986, as amended
(the "Code").
The undersigned is counsel to Parent. As such, and for the purpose of
rendering this opinion, counsel has examined originals, certified copies or
copies otherwise identified to our satisfaction as being true copies of the
original of the following documents (including all exhibits and schedules
attached thereto):
(a) The Reorganization Agreement;
(b) The Registration Statement on Form S-4 filed by Parent with the
Securities and Exchange Commission (the "Registration Statement");
(c) Representation letters of ▇▇▇▇▇▇ and Merger Sub and the Company (the
"Officer's Certificates"); and
(d) such other instruments and documents related to the formation,
organization and operation of Parent, Merger Sub and the Company and related
to the consummation of the Merger and the transactions contemplated thereby
as we have deemed necessary or appropriate.
In connection with rendering this opinion, it has been assumed (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 is
(or will be prior to the Closing) due execution and delivery of all
documents where due execution and delivery are a prerequisite to the
effectiveness thereof;
2. The truth and accuracy at all relevant times, of all
representations, warranties and statements made or agreed to by Parent,
Merger Sub and the Company, their managements, employees, officers,
directors and stockholders in connection with the Merger, including but not
limited to those set forth in the Reorganization Agreement (including the
exhibits) and the Officer's Certificates; and that all covenants contained
in such agreements are or will be performed without waiver or breach of any
material provision thereof; and
3. There is no plan or intention on the part of the Company's
stockholders to engage in a sale, exchange, transfer, distribution, pledge
or other disposition (including a distribution by a corporation
Hewlett-Packard Company
May 22, 1997
Page 2
to its stockholders) or any transaction which would result in a reduction of
risk of ownership, or a direct or indirect disposition (a "Sale") of shares
of Parent Common Stock to be received in the Merger that would reduce the
Company stockholders' ownership of Parent Common Stock to a number of shares
having an aggregate fair market value, as of the Effective Time, of less
than fifty percent (50%) of the aggregate fair market value of all of the
capital stock of the Company outstanding immediately prior to the
consummation of the Merger. Shares of the Company capital stock which are
sold, redeemed or disposed of in a transaction that is in contemplation of
or related to the Merger shall be considered shares of capital stock of the
Company which are exchanged in the Merger for shares of Parent Common Stock
which are then disposed of pursuant to a plan.
Based on our examination of the foregoing items and subject to the
limitations, qualifications, assumptions and caveats set forth herein, we are of
the opinion that:
(a) For federal income tax purposes, the Merger will qualify as a
"reorganization" as defined in Section 368(a); and
(b) The discussion entitled "Certain Federal Income Tax Considerations"
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.
This opinion does not address the various state, local or foreign tax
consequences that may result from the Merger. In addition, no opinion is
expressed as to any federal income tax consequence of the Merger except as
specifically set forth herein and this opinion may not be relied upon except
with respect to the consequences specifically discussed herein.
No opinion is expressed as to any transaction other than the Merger as
described in the Reorganization Agreement or to any other transaction whatsoever
including the Merger if all the transactions described in the Reorganization
Agreement are not consummated in accordance with the terms of the Reorganization
Agreement and without waiver of any material provision thereof. To the extent
any of the representations, warranties, statements and assumptions material to
our opinion and upon which we have relied are not complete, correct, true and
accurate in all material respects at all relevant times, our opinion would be
adversely affected and should not be relied upon.
This opinion only represents our best judgment as to the federal income tax
consequences of the Merger and is not binding on the Internal Revenue Service or
the courts. The conclusions are based on the Code, existing judicial decisions,
administration regulations and published rulings. No assurance can be given that
future legislative, judicial or administrative changes would not adversely
affect the accuracy of the conclusions stated herein. Nevertheless, by rendering
this opinion, we undertake no responsibility to advise you of any new
developments in the application or interpretation of the federal income tax
laws.
This opinion may not be relied upon or utilized for any other purpose or by
any other person or entity, and may not be distributed or otherwise made
available to any other person or entity without our prior
Hewlett-Packard Company
May 22, 1997
Page 3
written consent. We hereby consent to the reference to this opinion in (and its
filing as an exhibit to) the Registration Statement.
Sincerely,
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: General Tax Counsel
Hewlett-Packard Company
