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EXHIBIT 8.2
[XXXXX XXXXXXX XXXXXXX & XXXXX LETTERHEAD]
February 7, 2000
Salix Technologies, Inc.
000 Xxxx Xxxxxxxxx #000
Xxxxxxxxxxxx, XX 00000
Re: Agreement and Plan of Merger (the "Merger Agreement"), dated as of
December 21, 1999, by and among Salix Technologies, Inc. (the
"Company"), Tellabs, Inc. (the "Parent") and Oriole Merger Corp.
("Sub")
Ladies and Gentlemen:
We have acted as consel to the Company in connection with the transactions
contemplated by the Merger Agreement, dated as of December 21, 1999, by and
among the Company, Parent and Sub. The delivery of a letter expressing opinions
in substantially the form hereof is a condition to the obligations of the
Company to consummate the Merger pursuant to Section 6.2 of the Merger
Agreement. All capitalized terms used herein, unless otherwise specified, shall
have the meanings ascribed to them in the Merger Agreement.
In rendering our opinions, we have examined and relied upon the accuracy
and completeness of the facts, information, covenants and representations
contained in originals or copies, certified or otherwise identified to our
satisfaction, of the Merger Agreement, and such other documents as we have
deemed necessary or appropriate as a basis for the opinions set forth below.
Our opinions assume, among other things, the accuracy as of the date hereof,
and the accuracy as of the Effective Time, of such facts, information,
covenants, statements and representations, as well as an absence of any change
in the foregoing that are material to such opinions between the date hereof and
the Effective Time.
We have assumed the genuineness of all signatures, the legal capacity of
all natural persons, the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to
us as certified or photostatic copies and the authenticity of the originals of
such documents. We have also assumed that the transactions related to the
Merger or contemplated by the Merger Agreement that are to be consummated at
the Effective Time will be consummated at the Effective Time in accordance with
the Merger Agreement. In addition, our opinions are expressly conditioned on,
among other things, the accuracy as of the date hereof, and the
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Salix Technologies, Inc.
February 7, 2000
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accuracy as of the Effective Time, of statements and represesntations contained
in certificates executed by officers of Parent and the Company and certain
Company shareholders as to certain facts relating to, and knowledge and
intentions of, Parent and the Company and certain facts relating to the Merger.
In rendering our opinion, we have considered the applicable provisions of
the U.S. Internal Revenue Code of 1986, as amended (the "Code"), Treasury
Regulations promulgated thereunder by the Treasury Department (the
"Regulations"), pertinent judicial authorities, rulings of the U.S. Internal
Revenue Service and such other authorities as we have considered relevant. It
should be noted that the Code, the Regulations, judicial decisions,
administrative interpretations and such other authorities are subject to change
at any time and, in some circumstances, with retroactive effect. A material
change in any of the authorities upon which our opinions are based could affect
our conclusions stated herein. In addition, there can be no assurance that the
Internal Revenue Service would not take a position contrary to that which is
stated in this opinion letter.
Based upon and subject to the foregoing, we are of the opinion that, for
United States federal income tax purposes the Merger will be treated for
federal income tax purposes as a "reorganization" qualifying under the
provisions of Section 368(a) of the Code, and Company, Parent and Sub will each
be a party to the reorganization within the meaning of Section 368(b) of the
Code.
Except as set forth above, we express no opinion to any party as to any
consequences of the Merger or any transactions related thereto. We are
furnishing this opinion to you solely in connection with the transactions
contemplated by the Merger Agreement, and it is not to be used, relied upon,
circulated, quoted or otherwise referred to by any other person for any other
purpose without our prior written consent. Notwithstanding the foregoing, we
hereby consent to the reference to Xxxxx Xxxxxxx Xxxxxxx & Xxxxx LLP in the
proxy statement/prospectus filed as part of the Registration Statement on Form
S-4 relating to the shares of the Parent's common stock, and to the filing of
this opinion as an exhibit to the Registration Statement. This opinion is
expressed as of the date hereof, and we disclaim any undertaking to advise you
of any subsequent changes of the matters stated, represented or assumed herein
or any subsequent changes in applicable law.
Very truly yours,
/s/ Xxxxx Xxxxxxx Xxxxxxx & Xxxxx LLP