Exhibit 8.1
[LETTERHEAD OF XXXXXXX XXXX & XXXXXXXXX]
October 4, 1999
Xomed Surgical Products, Inc.
0000 Xxxxxxxxxx Xxxxx Xxxxx
Xxxxxxxxxxxx, XX 00000
Re: Agreement and Plan of Merger by and among MXS Merger Corp., Medtronic,
Inc., and Xomed Surgical Products, Inc. dated as of August 26, 1999.
Ladies and Gentlemen:
You have requested our opinion as to certain United States federal
income tax consequences of the merger ("Merger") of MXS Merger Corp. ("Merger
Subsidiary"), a Delaware corporation and a wholly-owned subsidiary of
Medtronic, Inc. ("Parent"), a Minnesota corporation, with and into Xomed
Surgical Products, Inc. ("Company"), a Delaware 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 August 26, 1999
("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 September 21, 1999, 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
Parent, Merger Subsidiary and the Company in tax certificates provided to us
dated as of the date hereof 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 considered a party to the reorganization within the meaning
of Section 368(b) of the Code.
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 Xxxxxxx Xxxx & Xxxxxxxxx under
the captions "The Merger--Certain Federal Income Tax Consequences" and "Legal
Matters" in the Proxy Statement/Prospectus. It is intended and understood
that the shareholders of the Company will rely upon this opinion.
Very truly yours,
/s/ Xxxxxxx Xxxx & Xxxxxxxxx
XXXXXXX XXXX & XXXXXXXXX
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