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EXHIBIT 8.1
February 20, 1997
Board of Directors
▇▇▇▇▇▇ Pharmaceuticals, Inc.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Re: Agreement and Plan of Merger By and Among
▇▇▇▇▇▇ Pharmaceuticals, Inc., Dolphins Acquisition Corp.,
and Royce Laboratories, Inc.
Dear Madam and Sirs:
You have requested our opinion concerning certain federal income tax
issues relating to the Agreement and Plan of Merger, dated as of December 24,
1996 (the "Merger Agreement") by and among ▇▇▇▇▇▇ Pharmaceuticals, Inc., a
Nevada corporation ("▇▇▇▇▇▇"), Dolphins Acquisition Corp., a Florida
corporation and wholly-owned subsidiary of ▇▇▇▇▇▇ ("Dolphins"), and Royce
Laboratories, Inc., a Florida corporation ("Royce"). Capitalized terms not
otherwise defined herein in this letter shall have the same meaning as those
terms in the Merger Agreement. In rendering this opinion we have examined (i)
the Merger Agreement; (ii) the representation letters from ▇▇▇▇▇▇ and ▇▇▇▇▇,
forms of which are attached; and (iii) such other documents as we have deemed
necessary or appropriate to render the requested opinion.
In connection with such examination we have assumed (1) the
authenticity of all documents, agreements and instruments which we have
reviewed; (2) that the documents reviewed in connection with rendering the
opinion are complete and accurate and will be complete and accurate as of the
effective date of the Merger; (3) that the Merger will be effective under
applicable states laws; and (4) the Merger Agreement accurately and completely
describes the terms of the Merger. In rendering our opinion, we have not
undertaken independent investigation of the accuracy of any assumption stated
herein, the veracity of written statements as to factual matters upon which we
have relied or the authenticity of documents.
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▇▇▇▇▇▇ Pharmaceuticals, Inc.
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February 20, 1997
Our opinion is based on the Internal Revenue Code of 1986, as amended
(the "Code"), Treasury Regulations promulgated under the Code, published
Revenue Rulings, published Revenue Procedures and existing judicial and
administrative decisions, all as of the date of this letter. All of the
foregoing is subject to change and any such change (which could be retroactive)
could affect the opinion contained in this letter.
This opinion is our legal judgment as to certain of the federal income
tax consequences of the Merger. Our opinion is not binding upon the Internal
Revenue Service, and there is no assurance that the Internal Revenue Service
may reach a different conclusion, which conclusion could be sustained by a
court if litigated. The opinion is limited to the specific conclusions reached
in the opinion and does not purport to reach any other conclusions, such as the
future use of tax attributes of the parties, tax consequences to holders of
Royce common shares who hold such shares as other than capital assets, non
United States taxpayers, tax exempt entities, and similar issues. The opinion
does ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇ or other potential tax
consequences of the Merger.
On the basis of the foregoing, we are of the opinion that for federal
income tax purposes the Merger will constitute a tax-free reorganization under
Sections 368(a) of the Code and ▇▇▇▇▇▇, Dolphins and Royce will each be a party
to the reorganization within the meaning of Section 368(b) of the Code.
Except as set forth above, we express no opinion as to the tax
consequences to any party, whether federal, state, local or foreign, or of any
transaction related to the Merger contemplated by the Merger Agreement. We
hereby consent to the filing of this opinion as an Exhibit to the Registration
Statement on Form S-4 to be filed with the Securities and Exchange Commission,
and to the references to this firm under the caption "THE MERGER-Federal Income
Tax Consequences" and under the caption "Legal Matters" in the Solicitation
Statement/Prospectus which is part of the Registration Statement.
Sincerely yours,
▇'▇▇▇▇▇▇ & ▇▇▇▇▇▇
By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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