Common Contracts

2 similar null contracts by International Speedway Corp, Sopheon PLC

LETTERHEAD]
Sopheon PLC • August 24th, 2000

You have requested our opinion as to certain United States federal income tax consequences of the merger (the "Merger") of Teltech Resource Network Corporation ("Teltech"), a Minnesota corporation, with and into Sopheon Corporation ("Merger Sub"), a Minnesota corporation and a wholly-owned subsidiary of Sopheon plc ("Sopheon"), a United Kingdom public company. The Merger is being consummated pursuant to the Agreement and Plan of Merger and Reorganization by and among Teltech, Sopheon, and Merger Sub dated as of January 21, 2000, as amended on April 28, 2000, and July 31, 2000 (the "Merger Agreement"). Unless otherwise defined, capitalized terms used herein have the meanings assigned to them in the Merger Agreement.

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