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EXHIBIT 8.1
August 31, 1998
Xxxxxx Instrument Corporation
0000 X. Xxxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx 00000
To the Board of Directors:
This opinion is furnished to you pursuant to Section 6.1.8 of
the Agreement and Plan of Merger dated as of May 3, 1998, and as amended (the
"Merger Agreement"), by and among Xxxxxx Instrument Corporation ("Xxxxxx"), an
Indiana corporation, Bravo Acquisition Subsidiary, Inc. ("Acquisition
Subsidiary"), a Delaware corporation and a wholly owned subsidiary of Xxxxxx,
and Electronic Designs, Inc. ("EDI"), a Delaware corporation ("EDI").
Capitalized terms not defined herein are defined as set forth in the Merger
Agreement.
Upon consummation of the Merger of Acquisition Subsidiary with
and into EDI as provided in the Merger Agreement, Acquisition Subsidiary's
separate existence will terminate and EDI will continue as the Surviving
Corporation and as a wholly owned subsidiary of Xxxxxx. As a result of the
Merger, (1) each issued and outstanding share of EDI Common Stock will be
converted into the right to receive the Merger Consideration, (2) each share of
EDI Common Stock that is held as a treasury share by EDI or any wholly owned
subsidiary of EDI, if any, will be canceled and retired and shall cease to
exist and no Merger Consideration shall be delivered with respect thereto, and
(3) all shares of common stock of Acquisition Subsidiary issued and outstanding
immediately prior to the Merger shall be converted into and become one fully
paid and nonassessable share of common stock of the Surviving Corporation.
We have examined and are familiar with originals and copies,
certified or otherwise identified to our satisfaction, of the Merger Agreement,
the registration statement on Form S-4 that is to be filed with the Securities
and Exchange Commission on the date hereof (the "Registration Statement"), the
certificates executed by officers of each of Xxxxxx and EDI, dated the date
hereof, and attached hereto (the "Tax Certificates"), and such other documents
as we have deemed necessary or appropriate in order to enable us to render this
opinion. In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, and the conformity to original documents of all
documents submitted to us as copies or drafts.
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Xxxxxx Instrument Corporation
August 31, 1998
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In rendering our opinion, we have assumed that the Merger will
be consummated in the manner described in the Merger Agreement. We have also
assumed the accuracy of the facts concerning the Merger that have come to our
attention during our engagement, and the accuracy of certain representations
made by Xxxxxx and EDI in connection with the issuance of our opinion,
including the representations contained in the Merger Agreement and the Tax
Certificates. Our opinion is expressly conditioned on, among other things, the
accuracy as of the date hereof, and the continuing accuracy, of all of such
facts, information, covenants, statements and representations through and as of
the effective date of the Merger. Any material change in the facts referred
to, set forth, or assumed herein, in the Merger Agreement, in the Registration
Statement, or in the Tax Certificates could affect the conclusions stated
herein.
In rendering our opinion, we have considered the applicable
provisions of the Internal Revenue Code of 1986 (the "Code"), Treasury
Department regulations promulgated thereunder, pertinent judicial authorities,
interpretative rulings of the Internal Revenue Service and such other
authorities as we have considered relevant. It should be noted that statutes,
regulations, judicial decisions and administrative interpretations are subject
to change at any time, possibly with retroactive effect. A change in the
authorities or the facts, information, covenants, statements, representations,
or assumptions upon which our opinion is based could affect our conclusions.
This opinion is expressed as of the date hereof, and we are under no obligation
to supplement or revise our opinion to reflect any changes (including any
changes that have retroactive effect) in applicable statutes, regulations,
judicial decisions or administrative interpretations, or any changes that would
cause any statement, representation or assumption herein to no longer be true
or correct.
Based solely upon and subject to the foregoing, we are of the
opinion that under present law for federal income tax purposes the Merger will
constitute a reorganization within the meaning of section 368(a) of the Code.
We also confirm that the section of the Joint Proxy Statement/Prospectus
entitled "FEDERAL INCOME TAX CONSEQUENCES", insofar as it relates to matters of
law, fairly describes our opinion concerning the material federal income tax
consequences of the Merger and is true, correct, and complete in all material
respects.
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Xxxxxx Instrument Corporation
August 31, 1998
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This letter is furnished to you for use in connection with the
Merger and is not to be used, circulated, quoted, or otherwise referred to for
any other purpose without our express written permission.
Sincerely,
/s/ Xxxxx Xxxx LLP
XXXXX XXXX LLP
