Exhibit 8(a)
[Letterhead of Blank Rome Xxxxxx Xxxxxxxxxx LLP]
____________ __, 2002
Howtek, Inc.
00 Xxxx Xxxxxx
Xxxxxx, Xxx Xxxxxxxxx 00000
Gentlemen:
Pursuant to the Merger Agreement, dated as of February 15, 2002 (the
"Agreement"), by and among Howtek, Inc., a Delaware corporation ("Howtek' ),
ISSI Acquisition Corp., a Delaware corporation and wholly-owned merger
subsidiary of Howtek ("Merger Sub"), and Intelligent Systems Software, Inc., a
Florida corporation ("ISSI"), ISSI is to merge with and into Merger Sub, with
Merger Sub surviving (the "Merger"). Capitalized terms not otherwise defined in
this opinion have the meanings ascribed to such terms in the Agreement.
We have acted as legal counsel to Howtek in connection with the Merger and in
that connection you have requested our opinion regarding certain federal income
tax consequences of the Merger. As such, and for the purpose of rendering our
opinion, we have examined and are relying upon (without any independent
investigation or review thereof) the truth and accuracy, at all relevant times,
of the statements, covenants, representations and warranties contained in the
following documents (the "Documents"):
1. The Agreement;
2. The registration statement of Howtek on Form S-4 (No. 333-86454 ) filed
with the Securities and Exchange Commission with respect to the Howtek
Common Stock to be issued to the shareholders of ISSI in connection
with the Merger (the "Registration Statement") and the proxy
statement/prospectus included in the Registration Statement (the "Proxy
Statement/Prospectus");
3. The representations made to us by Xxxxxx in respect of Xxxxxx and
Xxxxxx Sub in the letter of Howtek to us dated ________ __, 2002 (the
"Howtek Tax Certificate");
4. The representations made to us by ISSI in its letter to us dated
__________ __, 2002 (the "ISSI Tax Certificate"); and
5. Such other instruments and documents related to the formation,
organization and operation of Howtek, Merger Sub and ISSI and to the
consummation of the Merger as we have deemed necessary or appropriate
for purposes of our opinion.
For purposes of this opinion, we have assumed, without independent
investigation, that (i) the Merger will be consummated in the manner
contemplated by the Proxy Statement/Prospectus and in accordance with the
provisions of the Agreement without the waiver of any conditions to any party's
obligation to effect the Merger, (ii) original documents (including signatures)
are authentic, (iii) documents submitted to us as copies conform to the
original documents, (iv) there has been (or will be by the date of the Merger)
due execution and delivery of all documents where due execution and delivery
are prerequisites to the effectiveness of those documents and (v) the Merger
will be effective under applicable state law.
Furthermore, as to certain facts material to our opinion that we did not
independently establish or verify, we have relied upon the accuracy of
statements and representations of officers of Howtek and ISSI contained in the
Howtek Tax Certificate and the ISSI Tax Certificate and have assumed, without
independent investigation, that, as to all matters in which a person or entity
making a representation has represented that such person or entity or a related
party is not a party to, does not have, or is not aware of, any plan,
intention, understanding or agreement to take action, there is in fact no plan,
intention, understanding or agreement and such action will not be taken.
Based on the facts and assumptions specified herein and the statements,
covenants, representations and warranties contained in the Documents, and in
the Internal Revenue Code of 1986, as amended (the "Code"), the regulations
promulgated thereunder, and judicial and administrative interpretations
thereof, all in effect as of today's date, it is our opinion that:
1) the Merger will constitute a reorganization within the meaning of
Section 368(a) of the Code; and
2) the discussion contained in the Registration Statement under the
caption "Material U.S. Federal Income Tax Consequences," subject to the
limitations, qualifications and assumptions described therein, sets forth the
material United States federal income tax considerations applicable to ISSI's
stockholders in the Merger.
Our opinion expressed herein is based upon existing law, regulations,
administrative pronouncements and judicial authority, all as in effect as of
today's date. It represents our best legal judgment as to the matters addressed
herein, but is not binding on the Internal Revenue Service or the courts.
Accordingly, no assurance can be given that the opinion expressed herein, if
contested, would be sustained by a court. Furthermore, the authorities upon
which we rely may be changed at any time with retroactive effect. No assurances
can be given as to the effect of any such change on our opinion. If any of the
facts and assumptions pertinent to the federal income tax treatment of the
Merger specified herein or any of the statements, covenants, representations or
warranties contained in the Documents are, or later become inaccurate, please
advise us so that we may consider the effect, if any, on our opinion. In
addition, our opinion is limited to the tax matters specifically covered
hereby, and we have not been asked to address, nor have we addressed, any other
tax consequences of the Merger or any other transactions.
This opinion is being provided solely for the benefit of Howtek and is not to
be used, circulated, quoted or otherwise referred to for any purpose without
our express written permission. No other person or party shall be entitled to
rely on this opinion. We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the reference to us in the section
captioned "Material U.S. Federal Income Tax Consequences" in the Proxy
Statement/Prospectus constituting a part of the Registration Statement. In
giving this consent, we do not hereby admit that we come within the category of
persons whose consent is required under Section 7 of the Securities Act of
1933, as amended, or the rules and regulations of the Securities and Exchange
Commission thereunder .
Very truly yours,
BLANK ROME XXXXXX XXXXXXXXXX LLP
