Exhibit 8.02
February 2, 2000
Maker Communications, Inc.
00 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Ladies and Gentlemen:
This opinion is being delivered to you in accordance with Section
6.3(c) of the Agreement and Plan of Merger dated as of December 18, 1999 (the
"Merger Agreement") among Conexant Systems, Inc., a Delaware corporation
("Parent"), Merlot Acquisition Corp., a Delaware corporation and wholly owned
subsidiary of Parent ("Sub"), and Maker Communications, Inc., a Delaware
corporation (the "Company"). Pursuant to the terms of the Merger Agreement, Sub
will merge with and into the Company (the "Merger") and the Company will become
a wholly owned subsidiary of Parent.
Except as otherwise provided, capitalized terms used but not defined
herein shall have the meanings set forth in the Merger Agreement. All section
references, unless otherwise indicated, are to the Internal Revenue Code of
1986, as amended (the "Code").
We have acted as counsel to the Company in connection with the
Merger. As such, and for the purpose of rendering this opinion, we have
examined and are relying upon (without any independent investigation or
review thereof) the truth, accuracy and completeness, at all relevant times,
of the facts, information, statements, covenants, representations, and
warranties contained in the following documents (including all exhibits and
schedules attached thereto):
(a) the Merger Agreement;
(b) those certain Officer's Certificates dated February 2, 2000,
delivered to us by Parent, Sub, and the Company, containing
certain statements and representations of Parent, Sub, and the
Company (the "Tax Representation Certificates");
(c) Form S-4 registration statement filed in connection with the
Merger (the "Registration Statement"); and
(d) such other instruments and documents related to the formation,
organization, and operation of Parent, Sub, and the Company
and related to the consummation of the Merger and the other
transactions contemplated by the Merger Agreement as we have
deemed necessary or appropriate.
Maker Communications, Inc.
February 2, 2000
Page 2
In connection with rendering this opinion, we have assumed (without any
independent investigation or review thereof) that:
1. Original documents submitted to us (including signatures thereto)
are authentic, documents submitted to us as copies conform to the original
documents, and all such documents have been (or will be by the Effective Time)
duly and validly executed and delivered where due execution and delivery are a
prerequisite to the effectiveness thereof;
2. All facts, information, statements, covenants, representations, and
warranties made or agreed to by Parent, Sub, and the Company, their managements,
employees, officers, directors, and shareholders in connection with the Merger,
including, but not limited to, those set forth in the Merger Agreement
(including the exhibits thereto) and the Tax Representation Certificates, are
true, accurate and complete at all relevant times;
3. All covenants contained in the Merger Agreement (including exhibits
thereto) and the Tax Representation Certificates are performed without waiver or
breach of any material provision thereof;
4. Any representation or statement made "to the best knowledge of" or
similarly qualified is correct without such qualification;
5. The opinion, dated February 2, 2000, from Xxxxxx & Xxxxxxx to Parent
in satisfaction of Section 6.2(c) of the Merger Agreement has been delivered and
has not been withdrawn; and
6. The Merger is authorized by and will be effected pursuant to
applicable state law and will be reported by Parent and the Company on their
respective United States federal income tax returns in a manner consistent with
this opinion.
Based on the foregoing and subject to the limitations,
qualifications, assumptions, and caveats set forth herein, and the
limitations, qualifications, assumptions, and caveats set forth in the
portion of the Registration Statement captioned "The Merger -- Material
Federal Income Tax Consequences", we are of the opinion that, for United
States federal income tax purposes, (i) the Merger will be a reorganization
within the meaning of Section 368(a) of the Code, and (ii) no gain or loss
will be recognized by the shareholders of the Company upon the exchange of
their Company Common Stock solely for shares of Parent Common Stock, except
with respect to cash, if any, received in lieu of fractional shares of Parent
Common Stock.
We further consent to the reference to our firm under the captions "The
Merger -- Material Federal Income Tax Consequences" and "Legal Matters" in the
Registration Statement and to the filing of this opinion as an exhibit to the
Registration Statement. In giving such
Maker Communications, Inc.
February 2, 2000
Page 3
consent, we do not admit that we are within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as amended.
This opinion does not address the various state, local, or foreign tax
consequences that may result from the Merger or the other transactions
contemplated by the Merger Agreement. In addition, no opinion is expressed as to
(i) any United States federal tax consequences of the Merger or the other
transactions contemplated by the Merger Agreement, except as specifically set
forth herein, or (ii) the tax consequences of any transaction effected prior to
or after the Merger (whether or not such transaction was effected in connection
with the Merger), including, without limitation, the exercise of any options,
warrants, or other rights to acquire shares of Company Common Stock in
anticipation of the Merger; and this opinion may not be relied upon except with
respect to the consequences specifically discussed herein.
This opinion also does not address the United States federal income tax
considerations applicable to persons subject to special treatment under United
States federal income tax law, including, for example, shareholders of the
Company (i) who acquired their Company Common Stock as compensation, (ii) who
are dealers in securities or insurance companies, (iii) who are foreign persons,
or (iv) who hold their Company Common Stock as part of a hedge, straddle, or
conversion transaction.
No opinion is expressed as to any transaction other than the Merger
as described in the Merger Agreement, or as to the Merger if all of the
transactions described in the Merger Agreement are not consummated in
accordance with the terms of the Merger Agreement and without waiver or
breach of any material provision thereof. To the extent that any of the
facts, information, statements, covenants, representations, warranties, and
assumptions material to our opinion and upon which we have relied are not
true, accurate and complete in all material respects at all relevant times,
our opinion would be adversely affected and should not be relied upon.
This opinion represents only our best judgment as to the United States
federal income tax consequences of the Merger and is not binding on the Internal
Revenue Service or any court of law, tribunal, administrative agency, or other
governmental body. The conclusions are based on the Code, judicial decisions,
administrative regulations, and published rulings and procedures, all as
existing on the date hereof. No assurance can be given that future legislative,
judicial, or administrative changes or interpretations, on either a prospective
or retroactive basis, would not adversely affect the accuracy of the conclusions
stated herein. Nevertheless, by rendering this opinion, we undertake no
responsibility to advise you of any new developments in the application or
interpretation of the United States federal income tax laws.
This opinion is being delivered by us in our capacity as tax counsel to
the Company, for the purpose of satisfying the conditions set forth in Section
6.3(c) of the Merger Agreement and for the purpose of being included as an
exhibit to the Registration Statement. It is intended for the benefit of the
Company and its shareholders and may not be relied upon or utilized for any
Maker Communications, Inc.
February 2, 2000
Page 4
other purpose or by any other person and may not be made available to any other
person without our prior written consent.
Very truly yours,
XXXXXXXX, XXXXXXX & XXXXXXX,
A Professional Corporation
