Exhibit 8
OPINION AND CONSENT OF XXXXXXXX & XXXXXXXX
December 21, 1998
Sofamor Xxxxx Group, Inc.
0000 Xxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxxx 00000
Agreement and Plan of Merger by and among
Medtronic, Inc., MSD Merger Corp., and Sofamor Xxxxx Group, Inc.
dated as of November 1, 1998
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Ladies and Gentlemen:
You have requested our opinion as to certain United States federal income
tax consequences of the merger (the "Merger") of MSD Merger Corp. ("Merger
Subsidiary"), an Indiana corporation and a wholly-owned subsidiary of Medtronic,
Inc. ("Parent"), a Minnesota corporation, with and into Sofamor Xxxxx Group,
Inc. (the "Company"), an Indiana corporation. The Merger is being consummated
pursuant to the Agreement and Plan of Merger by and among Parent, Merger
Subsidiary and the Company dated as of November 1, 1998 (the "Merger
Agreement"). Unless otherwise defined, capitalized terms used herein have the
meanings assigned to them in the Merger Agreement.
In connection with rendering our opinion, we have reviewed the Merger
Agreement, including the Exhibits thereto, the Proxy Statement/Prospectus
constituting part of the Registration Statement on Form S-4 filed by Parent
with the Securities and Exchange Commission on December 10, 1998, as amended,
and such other documents and corporate records as we have deemed necessary or
appropriate as a basis therefor. We have assumed that the representations
and warranties contained in the Merger Agreement were true, correct and
complete when made and will continue to be true, correct and complete through
the Effective Time, and that the parties have complied with and, if
applicable, will continue to comply with the covenants contained in the
Merger Agreement. We also have assumed that statements as to factual matters
contained in the Proxy Statement/Prospectus are true, correct and complete,
and will continue to be true, correct and complete through the Effective
Time. Finally, we have relied on the representations made by Xxxxxx, Merger
Subsidiary and the Company in tax certificates provided to us dated December
21, 1998, and we have assumed that such representations will continue to be
true, correct and complete through the Effective Time.
Based upon the foregoing, in reliance thereon and subject thereto, and
based upon the Internal Revenue Code of 1986, as amended (the "Code"), the
Treasury Regulations promulgated thereunder, judicial decisions, revenue rulings
and revenue procedures of the Internal Revenue Service, and other administrative
pronouncements, all as in effect on the date hereof, and assuming that the
Merger and related transactions will be consummated in accordance with the terms
of the Merger Agreement, it is our opinion that the Merger will qualify as a
reorganization within the meaning of Section 368(a) of the Code, and that each
of Parent, Merger Subsidiary and the Company will be a party to such
reorganization within the meaning of Section 368(b) of the Code. Furthermore,
we hereby confirm that the discussion set forth under the caption "The
Merger--Certain Federal Income Tax Consequences" in the Proxy
Statement/Prospectus, insofar as such discussion constitutes statements of
United States federal income tax law or legal conclusions, subject to the
assumptions, limitations and qualifications set forth therein, accurately
reflects our opinion of the material United States federal income tax
consequences of the Merger.
No opinion is expressed as to any matter not specifically addressed above,
including the accuracy of the representations or reasonableness of the
assumptions relied upon by us in rendering the opinion set forth above. Our
opinion is based on current United States federal income tax law and
administrative practice and we do not undertake to advise you as to any future
changes in United States federal income tax law or administrative practice that
may affect our opinion unless we are specifically retained to do so. We consent
to the use of this opinion as an Exhibit to the Proxy Statement/Prospectus, and
to the references to Xxxxxxxx & Xxxxxxxx under the captions "The Merger--Certain
Federal Income Tax Consequences" and "Legal Matters" in the Proxy
Statement/Prospectus.
Very truly yours,
/s/ Xxxxxxxx & Xxxxxxxx
XXXXXXXX & STERLING
