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EXHIBIT 8.1
[LETTERHEAD OF XXXXXXX XXXXXXX & XXXXXXXX]
September 6, 2000
CNET Networks Inc.
000 Xxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Re: Agreement and Plan of Merger dated as of July 19, 2000, by and among
CNET Networks Inc., TD Merger Sub, Inc., and Xxxx-Xxxxx, Inc.
Ladies and Gentlemen:
We have acted as special counsel to CNET Networks, Inc.
("CNET"), a Delaware corporation, in connection with the proposed merger (the
"Merger") of TD Merger Sub, Inc. ("Merger Sub"), a Delaware corporation and a
direct wholly-owned subsidiary of CNET, with and into Xxxx-Xxxxx, Inc. ("Z-D"),
a Delaware corporation, with the separate corporate existence of Merger Sub
ceasing and Z-D continuing as the surviving corporation. The Merger will be
consummated pursuant to the Agreement and Plan of Merger dated as of July 19,
2000, as amended or supplemented through the date hereof, by and among CNET,
Merger Sub and Z-D (the "Merger Agreement"). For purposes of this opinion,
capitalized terms used and not otherwise defined herein shall have the meaning
ascribed thereto in the Merger Agreement. This opinion is being delivered in
connection with CNET's Registration Statement on Form S-4 relating to the
proposed Merger pursuant to the Merger Agreement (the "Registration Statement")
to which this opinion appears as an exhibit.
In acting as counsel to CNET in connection with the Merger, we
have, in preparing our opinion, as hereinafter set forth, participated in the
preparation of the Merger Agreement and the preparation and filing of the
Registration Statement.
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You have requested that we render the opinion set forth below.
In rendering such opinion, we have assumed with your consent that (i) the Merger
will be effected in accordance with the Merger Agreement, (ii) the statements
concerning the Merger set forth in the Merger Agreement and the Registration
Statement are true, complete and correct and will remain true, complete and
correct at all times up to and including the Effective Time, (iii) the
representations made by CNET and Z-D in their respective letters delivered to us
for purposes of this opinion (the "Representation Letters") are true, complete
and correct and will remain true, complete and correct at all times up to and
including the Effective Time, and (iv) any representations made in the
Representation Letters "to the best knowledge of" or similarly qualified are
true, correct and complete without such qualification. We have also assumed that
the parties have complied with and, if applicable, will continue to comply with,
the covenants contained in the Merger Agreement. We have examined the documents
referred to above and the originals, or duplicates or certified or conformed
copies, of such records, documents, certificates or other instruments and made
such other inquiries as in our judgment are necessary or appropriate to enable
us to render the opinion set forth below. We have not, however, undertaken any
independent investigation of any factual matter set forth in any of the
foregoing.
If the Merger is effected on a factual basis different from
that contemplated in the Merger Agreement and the Registration Statement the
opinion expressed herein may be inapplicable. Our opinion is based on the
Internal Revenue Code of 1986, as amended (the "Code"), Treasury Regulations,
administrative interpretations, and judicial precedents as of the date hereof.
If there is any subsequent change in the applicable law or regulations, or if
there are subsequently any new applicable administrative or judicial
interpretations of the law or regulations, the opinion expressed herein may
become inapplicable.
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Based on and subject to the foregoing, the discussion
contained in the Registration Statement under the caption "THE MERGER AND
RELATED MATTERS -- Material United States federal income tax consequences,"
constitutes, in all material respects, an accurate summary of the United States
federal income tax matters described therein.
We express our opinion herein only as to those matters
specifically set forth above and no opinion should be inferred as to the tax
consequences of the Merger under any state, local or foreign law, or with
respect to other areas of United States federal taxation. We are members of the
Bar of the State of New York, and we do not express any opinion herein
concerning any law other than the federal law of the United States.
We hereby consent to the filing of this opinion as Exhibit 8.1
to the Registration Statement and to the references to our firm name therein.
Very truly yours,
/s/ XXXXXXX XXXXXXX & XXXXXXXX
XXXXXXX XXXXXXX & XXXXXXXX
