Exhibit "8.1"
May 10, 2002
Paincare, Inc.
00 Xxxxx Xxxxxx Xxxxxx
Xxxxx 000
Xxxxxxx, XX 00000
Helpmate Robotics, Inc.
00 Xxxxxxx Xxxx Xxxx
Xxxxxxx, XX 00000
Re: Helpmate Robotics, Inc./ Paincare, Inc. - Merger
Dear Sir or Madam:
This opinion is being delivered to you in connection with (i) the
Agreement and Plan of Merger (the "Agreement"), dated as of December 20,
2001, by and among Helpmate Robotics, Inc., a Connecticut corporation
("Parent"), Helpmate Robotics Subsidiary, Inc., a Connecticut corporation
and a direct wholly owned subsidiary of Parent ("Merger Sub"), and
Paincare, Inc., a Nevada corporation ("Target"), and (ii) the preparation
and filing with the Securities and Exchange Commission of a Form S-4/A
Registration Statement filed May 15, 2002, relating to the transactions
contemplated by the Agreement (the "Registration Statement"). Pursuant to
the Agreement, Merger Sub will merge with and into Target (the "Merger"),
and Target will become a direct wholly owned subsidiary of Parent. 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"). For the purpose of rendering this opinion, we have examined
and with your consent have relied 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;
(3) the Certificate of Target dated May 7, 2002; and
(4) the Certificate of Parent dated May 7, 2002.
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 Merger will be consummated in accordance with the
Agreement without any waiver or breach of any material provision
thereof, and the Merger will be effective under applicable state law.
Based on our examination of the foregoing items and subject to the
assumptions, exceptions, limitations and qualifications set forth herein
and in the Registration Statement, we are of the opinion that the Merger
will constitute a reorganization within the meaning of Section 368(a) of
the Internal Revenue Code of 1986, as amended (the "Code") and that the
Target shareholders will not recognize gain or loss for Federal income tax
purposes upon receipt of Parent common stock in the Merger, except to the
extent that they received cash in lieu of fractional shares. We are of the
opinion that the discussion set forth in the Registration Statement under
the heading "Material United States Federal Income Tax Consequences"
correctly describes the material federal income tax consequences of the
Merger generally applicable to the Target shareholders. We express no
opinion as to any federal, state or local, foreign or other tax
consequences, other than as set forth herein and in the Registration
Statement under the heading "Material United States Federal Income Tax
Consequences." In addition to the assumptions and representations described
above, this opinion is subject to the exceptions, limitations and
qualifications set forth below.
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. No ruling will be
obtained from the Internal Revenue Service with respect to the Merger.
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. This opinion has no binding effect or official status, and
accordingly, no assurance can be given that the position set forth herein
will be sustained by a court, if contested.
No opinion is expressed as to any transaction other than the Merger
(whether or not undertaken in connection with the Merger) or as to any
transaction whatsoever, including the Merger, 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 Merger, 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,
ATLAS XXXXXXXX, P.A.
