Exhibit 8.1
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Fountain Square, 00000 Xxxxxxx Xxxxx
Xxxxxx, Xxxxxxxx 00000
000 000 0000
000 000 0000 fax
March 21, 2002
Corvis Corporation
0000 Xxxxxx Xxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
Re: Agreement and Plan of Merger by and among Corvis Corporation, Corvis
Acquisition Company, Inc., and Dorsal Networks, Inc.
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Ladies and Gentlemen:
This tax opinion is being delivered to you, Corvis Corporation, a Delaware
corporation ("Parent"), in connection with the filing with the Securities and
Exchange Commission of a registration statement (the "Registration Statement")
on Form S-4, which includes the proxy statement-prospectus, relating to the
proposed merger (the "Merger") of Corvis Acquisition Company, Inc., a Delaware
corporation and wholly-owned subsidiary of Parent ("Sub"), with and into Dorsal
Networks, Inc., a Delaware corporation ("Target"). The Merger is described in
the Registration Statement. The Merger is to be consummated pursuant to the
terms and conditions of the Agreement and Plan of Merger dated as of January
29, 2002 (the "Merger Agreement"), by and among Parent, Sub and Target.
This tax opinion is being rendered pursuant to the requirements of Item
21(a) of Form S-4 under the Securities Act of 1933, as amended (the "Securities
Act"). Except as otherwise provided herein, capitalized terms not defined
herein have the meanings set forth in the Registration Statement, the Merger
Agreement and the exhibits thereto, or in the letters delivered to Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C., and Xxxxxxxxxxx & Xxxxxxxx, LLP,
by Parent and Target containing certain facts and representations of Parent and
Target relevant to this tax opinion ("Representation Letters"). All section
references herein are to the United States Internal Revenue Code of 1986, as
amended (the "Code"), unless indicated otherwise.
In our capacity as special tax counsel to Parent and for purposes of our
rendering this tax opinion, we have examined and relied upon originals or
copies, certified or otherwise identified to our satisfaction, of (i) the
Registration Statement, (ii) the Merger Agreement and the exhibits thereto,
(iii) the Representation Letters, and (iv) such other presently existing
documents, records, and matters of law as we have deemed necessary or
appropriate in order to enable us to render the opinions below. In our
examination of such documents, we have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, conformed or photostatic copies,
the authenticity of the originals of such copies, and the execution and
delivery of all such documents. We have further assumed the truth and accuracy
at all relevant times of the representations, warranties and statements of fact
made or to be made by Parent and Target, and their respective management,
employees, officers, directors and shareholders in connection with the Merger,
including but not limited to those set forth in the Registration Statement and
the Representation Letters, and that any such representation, warranty, or
statement made "to the best of the knowledge and belief" (or similar
qualification) of any person or party is correct without such qualification.
We have further assumed that all parties to the Merger Agreement and to any
other documents examined by us have acted, and will act, in accordance with the
terms of the relevant documents and the transactions contemplated by the Merger
will be completed pursuant to the terms and conditions of the relevant
documents without the waiver or modification of any such terms and conditions.
Furthermore, we have assumed that as to all
matters for which a person or entity has represented that such person or entity
is not a party to, does not have, or is not aware of, any plan, intention,
understanding, or agreement, there is no such plan, intention, understanding,
or agreement. We have not attempted to verify independently any such facts or
representations, but in the course of our representation, nothing has come to
our attention that would cause us to question the accuracy thereof.
The conclusions expressed herein represent our judgment as to the proper
treatment of certain aspects of the Merger under the income tax laws of the
United States based upon the Code, Treasury Regulations, case law, and rulings
and other pronouncements of the Internal Revenue Service (the "IRS") as in
effect on the date of this opinion. No assurances can be given that such laws
will not be amended or otherwise changed prior to the Effective Time of the
Merger, or at any other time, or that such changes will not affect the
conclusions expressed herein. Nevertheless, we undertake no responsibility to
advise you of any developments after the Effective Time in the application or
interpretation of the income tax laws of the United States.
Our opinion represents our best judgment of how a court would decide if
presented with the issues addressed herein and is not binding upon either the
IRS or any court. Thus, no assurances can be given that a position taken in
reliance on our opinion will not be challenged by the IRS or rejected by a
court.
This opinion addresses only the specific United States federal income tax
consequences of the Merger set forth below, and does not address any other
federal, state, local, or foreign income, estate, gift, transfer, sales, use,
or other tax consequences that may result from the Merger or any other
transaction (including any transaction undertaken in connection with the
Merger). We express no opinion regarding the tax consequences of the Merger to
stockholders of Target that are subject to special tax rules, and we express no
opinion regarding the tax consequences of the the Merger arising in connection
with the ownership of options or warrants for Target stock.
Based upon and in reliance on the representations and assumptions contained
herein, and subject to the limitations and qualifications set forth herein, we
are of the following opinion:
1. The Merger will constitute a reorganization within the meaning of Section
368(a) of the Code; and
2. The discussion under the section "Material Tax Consequences of the
Transactions-United States Federal Income Tax Consequences" in the Registration
Statement, subject to the limitations and qualifications described therein,
fairly and accurately describes the material United States federal income tax
considerations of the matters described therein.
No opinion is expressed as to any federal income tax consequence of the
Merger except as specifically set forth herein, and this opinion may not be
relied upon except with respect to the consequences specifically discussed
herein. By rendering this opinion, we undertake no responsibility to update
this opinion after the date hereof for any reason, including but not limited to
any new or changed facts or law that come to our attention after the date
hereof.
This opinion is intended solely for the benefit of Parent and for the
purpose of inclusion as an exhibit to the Registration Statement. It may not be
relied upon for any other purpose or by any other person or entity, and may not
be made available to any other person or entity without our prior written
consent. We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and further consent to the use of our name in the
Registration Statement in connection with references to this opinion and the
tax consequences of the Merger. In giving this consent, however, we do not
hereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended.
Very truly yours,
/s/ Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.
MINTZ, LEVIN, COHN, FERRIS,
GLOVSKY AND POPEO, P.C.
