EXHIBIT 8.2
July 3, 2000
Biomatrix, Inc.
00 Xxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
Ladies and Gentlemen:
This opinion is furnished to you pursuant to Section 9.4 of the Amended
Agreement and Plan of Merger dated as of March 6, 2000 and amended as of April
17, 2000 (the "Agreement"), among Genzyme Corporation, a Massachusetts
corporation ("Genzyme"), Seagull Merger Corporation, a Massachusetts corporation
("Merger Sub"), and Biomatrix, Inc., a Delaware corporation ("Biomatrix").
Pursuant to the Agreement, Biomatrix will merge with and into Merger Sub, with
Merger Sub continuing as the surviving corporation and as a wholly-owned direct
subsidiary of Genzyme, in a transaction (the "Merger") in which the existing
stockholders of Biomatrix will receive cash and Genzyme common stock in exchange
for their issued and outstanding shares of Biomatrix common stock. You have
requested our opinion as to certain federal income tax consequences anticipated
to follow from implementation of the Agreement. Capitalized terms not defined
herein have the respective meanings set forth in the Agreement.
For purposes of our opinion, we have examined and relied upon the
originals or copies, certified or otherwise identified to us to our
satisfaction, of the Agreement, the joint proxy statement/prospectus dated July
3, 2000 (the "Proxy/Prospectus") included in the registration statement on Form
S-4 filed with the Securities and Exchange Commission by Genzyme in connection
with the Merger, and related documents (collectively, the "Documents"). In that
examination, we have assumed the genuineness of all signatures, the authenticity
and completeness of all documents purporting to be originals (whether reviewed
by us in original or copy form) and the conformity to the originals of all
documents purporting to be copies, including electronic copies.
As to certain factual matters, we have relied with your consent upon,
and our opinion is limited by, the representations and statements of the various
parties set forth in the Documents and in certificates from Genzyme, Merger Sub,
and Biomatrix dated the date hereof and delivered to us in connection with this
opinion (the "Certificates"). Our opinion assumes that all representations and
statements set forth in the Documents and in the Certificates are true, correct,
and complete as of the dates made and as of the date hereof and will remain true
through and at the Effective Time. Our opinion is limited solely to the
provisions of the federal Internal
Biomatrix, Inc.
July 3, 2000
Page 2
Revenue Code as now in effect (the "Code"), and the regulations, rulings, and
interpretations thereof in force as of this date and we assume no obligation to
advise you of changes in the law or fact that occur after the date of this
opinion.
On the basis of and subject to the foregoing, assuming due adoption and
implementation of the Agreement in accordance with its terms and consistent with
the representations set out in the Documents and Certificates (and without any
waiver or modification of any thereof), we are of the opinion that for federal
income tax purposes the Merger will constitute a reorganization within the
meaning of Section 368(a) of the Code.
This opinion is being delivered solely to you for your use in
connection with the Merger. It may not be made available to or relied upon by
any other person or entity, or used for any other purpose without our prior
written consent. We hereby consent to the filing of the opinion as an exhibit to
the registration statement on Form S-4 filed with the Securities and Exchange
Commission by Genzyme in connection with the Merger.
Very truly yours,
/s/ XXXXXXX XXXX LLP
XXXXXXX XXXX LLP
