Exhibit 8.a
▇▇▇-▇▇▇-▇▇▇▇
___________, 1997
Agreement and Plan of Merger
Dated as of June 22, 1997
Among Tandem Computers Incorporated, Compaq Computer
Corporation and Compaq-Project, Inc.
Dear Ladies and Gentleman:
We have acted as counsel for Compaq Computer Corporation, a
Delaware corporation ("Compaq"), in connection with the proposed merger (the
"Merger") of Compaq-Project, Inc., a Delaware corporation and a wholly owned
subsidiary of Compaq ("Merger Subsidiary"), with and into Tandem Computers
Incorporated, a Delaware corporation ("Tandem") pursuant to an Agreement and
Plan of Merger dated as of June 22, 1997 (the "Merger Agreement"), among
Tandem, Compaq and Merger Subsidiary. Under the Merger Agreement each issued
and outstanding share of Tandem common stock not owned directly or indirectly
by Tandem or Compaq will be converted into the right to receive Compaq common
stock.
In that connection, you have requested our opinion regarding
certain Federal income tax consequences of the Merger. In providing our
opinion, we have examined the Merger Agreement, the Proxy Statement/Prospectus
of Compaq and Tandem to be dated as of _________, 1997 (the "Proxy
Statement/Prospectus"), and such other documents and corporate records as we
have deemed necessary or appropriate for purposes of our opinion. In addition,
we have assumed that (i) the Merger will be consummated in the manner
contemplated by the Proxy Statement/Prospectus and in accordance with the
provisions of the Merger Agreement and (ii) the representations made to us by
Compaq and Tandem in their respective letters to us dated ________, 1997, and
delivered to us for purposes of this opinion are accurate and complete.
Based upon the foregoing, in our opinion, the Merger will be
treated for Federal income tax purposes as a reorganization within the meaning
of Section 368(a) of the Internal Revenue Code of 1986, as amended (the
"Code") and Compaq and Tandem will each be a party to that reorganization
within the meaning of Section 368(b) of the Code. Accordingly, no gain or
loss will be recognized by the stockholders of Tandem upon their exchange of
Tandem stock for Compaq stock under Section 354 of the Code (except to the
extent such a stockholder receives cash in lieu of fractional shares); and
neither Compaq nor any of its stockholders will recognize gain or loss as a
result of the Merger.
The opinions expressed herein are based upon existing statutory,
regulatory and judicial authority, any of which may be changed at any time with
retroactive effect. In addition, our opinions are based solely on the
documents that we have examined, the additional information that we have
obtained, and the statements contained in the letters from Compaq and Tandem
referred to above, which we have assumed will be true as of the effective time
of the Merger. Our opinions cannot be relied upon if any of the facts
pertinent to the Federal income tax treatment of the Merger stated in such
documents or in such additional information is, or later becomes, inaccurate,
or if any of the statements contained in the letters from Compaq or Tandem
referred to above are, or later become, inaccurate. Finally, our opinions are
limited to the tax matters specifically covered hereby, and we have not been
asked to address, nor have we addressed, any other tax consequences of the
Merger or any other transactions.
We hereby consent to the inclusion of this opinion as an
exhibit to the Registration Statement and to the reference to us in the Proxy
Statement/Prospectus under the captions "The Merger--Certain U.S. Federal
Income Tax Consequences", "The Merger Agreement--Conditions to the Merger" and
"Legal Matters."
This opinion is being provided solely for the benefit of
Compaq. No other person or party shall be entitled to rely on this opinion.
Very truly yours,
▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇
Compaq Computer Corporation
▇▇▇▇▇ ▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
