Exhibit 8.2
[Letterhead of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx,
Professional Corporation]
S-4 OPINION
______, 2002
Occam Networks Inc.
00 Xxxxx Xxxx Xxxx
Xxxxx Xxxxxxx, Xxxxxxxxxx 00000
Re: Agreement and Plan of Merger and Reorganization (the "Agreement")
dated as of November 9, 2001, by and among Accelerated Networks, Inc.,
a Delaware corporation ("ANI"), Odin Acquisition Corp., a California
corporation ("Merger Sub"), and Occam Networks Inc., a California
corporation ("Occam")
Ladies and Gentlemen:
We have acted as counsel to Occam in connection with the anticipated merger
of Merger Sub, a newly-formed, wholly-owned subsidiary of ANI, with and into
Occam (the "Merger"), with Occam surviving as a wholly-owned subsidiary of ANI
pursuant to the Agreement. The Merger is described in the Registration Statement
of ANI on Form S-4, as amended (the "Registration Statement"), to be filed on
___, 2002, with the Securities and Exchange Commission (the "SEC") under the
Securities Act of 1933, as amended (the "Act"). The Registration Statement
includes the joint proxy statement and prospectus of Occam and ANI (the "Proxy
Statement/Prospectus"). This opinion is being rendered pursuant to the
requirements of Item 21(a) of Form S-4 under the Act. Unless otherwise
indicated, any capitalized terms used herein and not otherwise defined have the
meaning ascribed to them in the Registration Statement.
In connection with this opinion, we have examined and are familiar with the
Agreement, the Registration Statement, the tax representation letters of even
date herewith delivered to us by Xxxxx and by ANI and Merger Sub (the "Tax
Representation Letters"), and such other presently existing documents, records
and matters of law as we have deemed necessary or appropriate for purposes of
our opinion. In addition, in connection with rendering this opinion we have
assumed or obtained representations (and are relying thereon, without any
independent investigation or review thereof) that:
1. the Merger will be consummated in the manner contemplated by the Proxy
Statement/Prospectus and in accordance with the provisions of the
Agreement;
2. Original documents (including signatures) are authentic, documents
submitted to us as copies conform to the original documents and all
such documents have been (or
Occam Networks Inc.
______ __, 2002
Page 2
will be by the Effective Time) duly and validly executed and delivered
where due execution and delivery are prerequisites to the
effectiveness thereof;
3. All representations, warranties and statements made or agreed to by
Xxxxx, ANI, Merger Sub, their managements, employees, officers,
directors or shareholders in connection with the Merger, including,
but not limited to, those set forth in the Agreement (including the
exhibits thereto) and the Tax Representation Letters, are true and
accurate at all relevant times;
4. All covenants contained in the Agreement (including exhibits thereto)
and the Tax Representation Letters are performed without waiver or
breach of any material provision thereof;
5. The Merger will be reported by Xxxxx and ANI on their respective
federal income tax returns in a manner consistent with the opinion set
forth below; and
6. Any representation or statement made "to the best of knowledge" or
similarly qualified is correct without such qualification.
Because this opinion is being delivered prior to the Effective Time of the
Merger, it must be considered prospective and dependent on future events. There
can be no assurance that changes in the law will not take place that could
affect the United States federal income tax consequences of the Merger or that
contrary positions may not be taken by the Internal Revenue Service.
Based on our examination of the foregoing items and subject to the
limitations, qualifications, assumptions and caveats set forth herein, we are of
the opinion that, if the Merger is consummated in accordance with the Agreement
(and without any waiver, breach or amendment of any of the provisions thereof)
and the Merger is effective under the laws of the state of California, then for
federal income tax purposes the Merger will constitute a reorganization within
the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended
(the "Code").
You also have asked us to review the discussion of the federal income tax
consequences of the Merger contained in the Registration Statement. Subject to
the limitations and qualifications described herein and therein, the discussion
under the caption "The Merger - Material United States Federal Income Tax
Consequences of the Merger" is correct in all material respects.
This opinion does not address the various state, local or foreign tax
consequences that may result from the Merger or the other transactions
contemplated by the Agreement. In addition, no opinion is expressed as to any
federal income tax consequence of the Merger or any other transactions
contemplated by the Agreement except as specifically set forth herein, and this
opinion
Occam Networks Inc.
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may not be relied upon except with respect to the consequences specifically
discussed herein. No opinion is expressed as to the federal income tax treatment
that may be relevant to a particular investor in light of personal circumstances
or to certain types of investors subject to special treatment under the federal
income tax laws.
No opinion is expressed as to any transaction other than the Merger as
described in the Agreement, or as to any transaction whatsoever, including the
Merger, if all of the transactions described in the Agreement are not
consummated in accordance with the terms of the Agreement and without waiver of
any material provision thereof. To the extent that any of the representations,
warranties, statements and assumptions material to our opinion and upon which we
have relied are not accurate and complete in all material respects at all
relevant times, our opinion could be adversely affected and should not be relied
upon.
This opinion represents only our best judgment as to the federal income tax
consequences of the Merger and is not binding on the Internal Revenue Service or
any court of law, tribunal, administrative agency or other governmental body.
The conclusions are based on the Code, existing judicial decisions,
administrative regulations and published rulings. No assurance can be given that
future legislative, judicial or administrative changes or interpretations would
not adversely affect the accuracy of the conclusions stated herein.
Nevertheless, by rendering this opinion we undertake no responsibility to advise
you of any new developments in the application or interpretation of the federal
income tax laws.
This opinion is furnished to you solely for use in connection with the
Registration Statement. We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement. We also consent to the reference to our
firm name wherever appearing in the Registration Statement, including the Proxy
Statement/Prospectus constituting parts thereof, and any amendment thereto, with
respect to the discussion of the material U.S. federal income tax consequences
of the Merger. In giving this consent, we do not thereby admit that we are in
the category of persons whose consent is required under Section 7 of the Act or
the rules and regulations of the SEC thereunder, nor do we thereby admit that we
are experts with respect to any part of the Registration Statement within the
meaning of the term "experts" as used in the Act or the rules and regulations of
the SEC thereunder.
Very truly yours,
XXXXXX XXXXXXX XXXXXXXX & XXXXXX
Professional Corporation
