EXHIBIT 8.2
000 XXXX XXXX XXXX
XXXX XXXX, XXXXXXXXXX 00000-0000
TELEPHONE 000-000-0000 FACSIMILE 000-000-0000
XXX.XXXX.XXX
September 3, 0000
Xxxxxxx Xxxxxxxxxx, Inc.
000 Xxxx Xxxxx
Xxxxxx Xxxxxx, Xxxxxxxxxx 00000
Seagate Software, Inc.
000 Xxxx Xxxxx
Xxxxxx Xxxxxx, Xxxxxxxxxx 00000
Re: Agreement and Plan of Reorganization among Seagate Technology,
Inc., Seagate Software, Inc. and Seagate Daylight Merger Corp.
Ladies and Gentlemen:
We have acted as counsel to Seagate Technology, Inc., a Delaware
corporation ("STI") and Seagate Software, Inc., a Delaware Corporation, ("SSI")
in connection with the proposed merger (the "Merger") of Seagate Daylight Merger
Corp., a Delaware Corporation and wholly-owned transitory merger subsidiary of
STI ("Sub") with and into SSI pursuant to an Agreement and Plan of Merger dated
as of September 2, 1999, (the "Merger Agreement"). The Merger is described in
the Registration Statement on Form S-4 (the "Registration Statement") of STI.
This opinion is being rendered pursuant to the requirements of Item 21(a) of
Form S-4 under the Securities Act of 1933, as amended. Unless otherwise
indicated, any capitalized terms used herein and not otherwise defined have the
meaning ascribed to them in the Registration Statement.
In connection with this opinion, we have examined and are familiar
with the Registration Statement, and such other presently existing documents,
records and matters of law as we have deemed necessary or appropriate for
purposes of our opinion. In addition, we have assumed that the Merger will be
consummated in the manner contemplated by and in accordance with the provisions
of the Merger Agreement.
Based upon and subject to the foregoing, the discussion contained in
the Registration Statement under the subcaption "U.S. Consequences" under the
captions "Material tax consequences to optionees who do not exercise their
Seagate Software options prior to the merger and receive Seagate Technology
stock in cancellation of their options" and "Material tax consequences to
Seagate Technology, Inc.
Seagate Software, Inc.
September 3, 1999
Page 2
optionees who exercise their options prior to the merger," all under the heading
"Material Income Tax Consequences of the Merger," subject to the limitations and
qualifications described therein, reflects our opinion as to the material United
States federal income tax consequences of the exercise of and the failure to
exercise incentive and nonstatutory stock options. Because this opinion is
being delivered prior to the Merger, it must be considered prospective and
dependent on future events. There can be no assurance that changes in the law
will not take place which could affect the Federal income tax consequences of
the exercise of incentive and nonstatutory stock options or that contrary
positions may not be taken by the Internal Revenue Service.
This opinion is furnished to you solely for use in connection with the
Registration Statement. We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement. We also consent to the reference to our
firm name wherever appearing in the Registration Statement with respect to the
discussion of the material United States federal income tax consequences of the
exercise of incentive and nonstatutory stock options, and any amendment thereto.
In giving this consent, we do not thereby admit that we are in 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, nor do we thereby admit that we are experts with respect
to any part of such Registration Statement within the meaning of the term
"experts" as used in the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx
XXXXXX XXXXXXX XXXXXXXX & XXXXXX
Professional Corporation
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