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EXHIBIT 8.2
February 20, 1997
Royce Laboratories
0000 Xxxxxxxxx 000xx Xxxxxx
Xxxxx, Xxxxxxx 00000
Re: Agreement and Plan of Merger By and Among
Xxxxxx Pharmaceuticals, Inc., Dolphins Acquisition Corp.,
and Royce Laboratories, Inc.
Gentlemen:
You have requested our opinion concerning certain federal income tax
issues relating to the Agreement and Plan of Merger, dated as of December 24,
1996 (the "Merger Agreement"), by and among Xxxxxx Pharmaceuticals, Inc., a
Nevada corporation ("Xxxxxx"), Dolphins Acquisition Corp., a Florida
corporation and wholly-owned subsidiary of Xxxxxx (the "Sub"), and Royce
Laboratories, Inc., a Florida corporation (the "Company"). Capitalized terms
not otherwise defined in this letter shall have the same meaning as those
terms in the Merger Agreement. In rendering the opinion we have examined (i)
the Merger Agreement; (ii) the representation letters from Xxxxxx and Company,
forms of which are attached; and (iii) such other documents as we have deemed
necessary or appropriate to render the requested opinion.
In connection with such examination we have assumed (1) the
authenticity of all documents, agreements and instruments which we have
reviewed; (2) that the documents reviewed in connection with rendering the
opinion are complete and accurate and will be complete and accurate as of the
effective date of the Merger; (3) that the Merger will be effective under
applicable state laws; and (4) the Merger Agreement accurately and completely
describes the terms of the Merger. In rendering our opinion, we have not
undertaken independent investigation of the accuracy of any assumptions stated
herein, the veracity of written statements as to factual matters upon which we
have relied or the authenticity of documents.
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Royce Laboratories, Inc.
February 20, 1997
Page 2
Our opinion is based on the Internal Revenue Code of 1986, as amended
(the "Code"), Treasury Regulations promulgated under the Code, published
Revenue Rulings, published Revenue Procedures and existing judicial and
administrative decisions, all as of the date of this letter. All of the
foregoing is subject to change and any such change (which could be retroactive)
could affect the opinion contained in this letter.
The opinion is our legal judgment as to certain of the federal income
tax consequences of the proposed Merger. Our opinion is not binding on the
Internal Revenue Service and the Internal Revenue Service may reach a different
conclusion, which conclusion could be sustained by a court if litigated. The
opinion is limited to the specific conclusions reached in the opinion and does
not purport to reach any other conclusions, such as the future use of tax
attributes of the parties, tax consequences to holders of Company common shares
who hold such shares as other than capital assets, non United States taxpayers,
tax exempt entities, and similar issues. The opinion does xxx xxxxxxx xxxxxxx,
xxxxx, xxxxx, xxxxxx or other potential tax consequences of the Merger.
On the basis of the foregoing, we are of the opinion that for federal
income tax purposes the Merger will constitute a tax-free reorganization under
Section 368(a) of the Code and Xxxxxx, the Company and the 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 as to the tax
consequences to any party, whether federal, state, local or foreign, or of any
transaction related to the Merger contemplated by the Merger Agreement. We
hereby consent to the filing of this opinion as an Exhibit to Xxxxxx'x
Amendment No. 1 to its' Registration Statement on Form S-4, which includes the
Proxy Statement/ Prospectus which is a part of the Registration Statement, and
to the reference to the firm in said Proxy Statement/Prospectus under the
caption "THE MERGER--Federal Income Tax Consequences" and under the caption
"Legal Matters."
Yours very truly,
/s/ Akerman, Senterfitt & Xxxxxx
Akerman, Senterfitt & Xxxxxx, P.A.
