Exhibit 8.2
__________, 2000
Silknet Software, Inc.
00 Xxxxxxxxx Xxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Ladies and Gentlemen:
This opinion is being delivered to you in connection with (i) the Agreement
and Plan of Reorganization (the "Agreement"), dated as of February 6, 2000, by
and among Kana Communications, Inc., a Delaware corporation ("Kana"), Pistol
Acquisition Corp. ("Merger Sub"), a Delaware corporation wholly-owned by Kana,
and Silknet Software, Inc., a Delaware corporation ("Silknet"), and (ii) the
preparation and filing with the Securities and Exchange Commission of a Form S-4
Registration Statement relating to the Merger (the "Registration Statement").
Pursuant to the Agreement, Merger Sub will merge with and into Silknet (the
"Merger"), and Silknet will become a wholly-owned subsidiary of Kana. Unless
otherwise defined, capitalized terms referred to herein have the meanings set
forth in the Agreement. All section references, unless otherwise indicated, are
to the Internal Revenue Code of 1986, as amended (the "Code").
We have acted as legal counsel to Silknet in connection with the Merger.
As such, and for purposes of rendering this opinion, we have reviewed and are
relying upon (without any independent investigation or examination thereof) the
truth and accuracy, at all relevant times, of the facts, statements,
descriptions, covenants, representations and warranties set forth in the
Agreement, the Registration Statement and such other instruments and documents
pertaining to the formation, organization and operation of Silknet, Kana and
Merger Sub and to the consummation of the Merger and the transactions
contemplated thereby as we have deemed necessary or appropriate.
In connection with rendering this opinion, we have also assumed or obtained
representations (and are relying thereon, without any independent investigation
or examination thereof) that:
1. Original documents (including signatures) are authentic, documents
submitted to us as copies conform to the original documents, and there has been
(or will be by the Effective Time) due execution and delivery of all documents
where due execution and delivery are prerequisites to effectiveness thereof.
2. Any statement made in any of the documents referred to herein "to the
knowledge of" or "to the best of the knowledge of" any person or party or
similarly qualified is correct without such qualification.
Silknet Software, Inc.
Page 2
_________, 2000
3. The Merger will be consummated in accordance with the terms of the
Agreement and without any waiver, breach or amendment of any provision thereof,
and the Merger will be effective under applicable state laws.
Based upon our examination of the foregoing items and subject to the
assumptions, limitations and qualifications set forth herein, it is our opinion
that, under current law, the statements regarding United States federal income
tax considerations set forth under the heading "THE MERGER - Material Federal
Income Tax Considerations" in the Registration Statement, insofar as they
constitute statements of law or legal conclusions, although general in nature,
are correct in all material respects. The United States federal income tax
consequences of the Merger to a holder of Silknet common stock will, however,
depend upon that holder's particular situation and we express no opinion as to
the completeness of the discussion set forth in "THE MERGER - Material Federal
Income Tax Considerations" as applied to any particular holder.
This opinion represents and is based upon our judgment regarding the
application of current federal income tax laws including the Code, existing
judicial decisions, administrative regulations and published rulings and
procedures. Our opinion is not binding upon the Internal Revenue Service or the
courts, and there is no assurance that the Internal Revenue Service will not
successfully assert a contrary position. Furthermore, we can give no assurance
that future legislative, judicial or administrative changes, on either a
prospective or retroactive basis, would not adversely affect the accuracy of the
conclusions stated herein. Nevertheless, we undertake no responsibility to
advise you of any new developments in the application or interpretation of the
federal income tax laws.
This opinion addresses only the matters set forth above, and does not
address any other federal, state, local or foreign tax consequences that may
result from the Merger or any other transaction (including any transaction
undertaken in connection with the Merger). In particular, we express no opinion
regarding (i) whether and the extent to which any Silknet stockholder who has
provided or will provide services to Silknet, Kana or Merger Sub will have
compensation income under any provision of the Code; (ii) the effects of any
such compensation income, including but not limited to the effect upon the basis
and holding period of the Kana common stock received by any such stockholder;
(iii) the potential application of the "golden parachute" provisions (Sections
280G, 3121(v)(2) and 4999) of the Code, the alternative minimum tax provisions
(Sections 55, 56 and 57) of the Code or Sections 305, 306, 357, 424, and 708 of
the Code, or the Treasury regulations promulgated thereunder; (iv) the corporate
level tax consequences of the Merger to Kana, Merger Sub or Silknet, including
without limitation the survival and/or availability, after the Merger, of any of
the federal income tax attributes or elections of Silknet, after application of
any provision of the Code, as well as the regulations promulgated thereunder and
judicial interpretations thereof; (v) the tax consequences of the Merger as
applied to specific shareholders of Silknet or that may be relevant to
particular classes of Silknet shareholders such as dealers in securities,
foreign persons and holders of shares
Silknet Software, Inc.
Page 3
____________, 2000
acquired upon exercise of stock options or in other compensatory transactions;
(vi) the basis of any equity interest in Silknet acquired by Kana in the Merger;
(vii) the tax consequences of any transaction in which a right to acquire
Silknet stock or Kana stock was received, or the effect of the Merger upon such
tax consequences; (viii) the tax consequences of the Merger to holders of
options, warrants or other rights to acquire Silknet stock; (ix) any state,
local or foreign tax consequences of the Merger; or (x) whether the Merger
constitutes a reorganization within the meaning of Section 368(a) of the Code.
No opinion is expressed as to any transaction other than the Merger as
described in the Agreement (whether or not undertaken in connection with or in
contemplation of the Merger) or as to any transaction whatsoever, including the
Merger, if all the transactions described in the Agreement are not consummated
in accordance with the terms of the Agreement and without waiver or breach of
any provision thereof or if any of the facts, statements, descriptions,
covenants, representations, warranties or assumptions upon which we relied are
not true and accurate at all relevant times. In the event any one of the facts,
statements, descriptions, covenants, representations, warranties or assumptions
upon which we have relied to issue this opinion is incorrect, our opinion might
be adversely affected and may not be relied upon.
This opinion has been delivered to you solely for the purpose of being
included 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 to the references to our firm name under the heading, "THE MERGER
--Material Federal Income Tax Considerations" in the Registration Statement. In
giving this consent, however, we do not admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act, as
amended.
Very truly yours,
