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[Letterhead of Sidley & Austin]
April 7, 1998 EXHIBIT 8.1
Tellabs, Inc.
0000 Xxxxxxx Xxxxxx
Xxxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
We refer to the Agreement and Plan of Merger dated as of February
16, 1998 (the "Agreement") among Tellabs, Inc., a Delaware corporation
("Parent"), Cardinal Merger Co., a Delaware corporation and wholly owned
subsidiary of Parent ("Sub"), and Coherent Communications Systems Corporation, a
Delaware corporation (the "Company"), which provides for the merger (the
"Merger") of Sub with and into the Company on the terms and conditions therein
set forth, the time at which the Merger becomes effective being hereinafter
referred to as the "Effective Time." Capitalized terms used but not defined
herein have the meanings specified in the Agreement.
As provided in the Agreement, at the Effective Time, by reason of
the Merger: (i) all outstanding shares of Company Common Stock then owned by the
Company or by any Subsidiary of the Company and each share of Company Capital
Stock owned by Parent, Sub or any other wholly owned Subsidiary of Parent shall
be canceled and retired and shall cease to exist, and no stock of Parent or
other consideration shall be delivered in exchange therefor; (ii) each then
issued and outstanding share of capital stock of Sub shall be converted into and
become one fully paid and nonassessable share of Common Stock, $.01 par value
per share, of the Surviving Corporation; and (iii) each issued and outstanding
share of Company Common Stock (other than shares canceled as described above)
shall be converted into the right to receive seventy-two hundredths (.72) of a
fully paid and nonassessable share of Parent Common Stock. Cash will be paid in
lieu of fractional shares of Parent Common Stock.
The Merger and the Agreement are more fully described in the
Parent's Registration Statement on Form S-4 (the "Registration Statement")
relating to the registration of
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April 7, 1998
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shares of Parent Common Stock to which this opinion is an exhibit, which is
being filed by Parent with the Securities and Exchange Commission pursuant to
the Securities Act of 1933, as amended. The Registration Statement includes the
Proxy Statement/Prospectus (the "Prospectus") of Parent and the Company.
In rendering the opinions expressed below, we have relied upon the
accuracy of the facts, information and representations and the completeness of
the covenants contained in the Agreement, the Prospectus and such other
documents as we have deemed relevant and necessary. Such opinions are
conditioned, among other things, not only upon such accuracy and completeness as
of the date hereof, but also the continuing accuracy and completeness thereof as
of the Effective Time. Moreover, we have assumed the absence of any change to
any of such instruments between the date hereof and the Effective Time.
We have assumed the authenticity of all documents submitted to us as
originals, the genuineness of all signatures, the legal capacity of all natural
persons and the conformity with original documents of all copies submitted to us
for our examination. We have further assumed that: (i) the transactions related
to the Merger or contemplated by the Agreement will be consummated (A) in
accordance with the Agreement and (B) as described in the Prospectus; (ii) the
Merger will qualify as a statutory merger under the laws of the State of
Delaware; and (iii) as of the date hereof, and as of the Effective Time (as if
made as of the Effective Time), the written statements made by executives of
Parent and the Company contained in the Parent Tax Certificate and the Company
Tax Certificate, respectively, will be accurate in all respects.
In rendering the opinions expressed below, we have considered the
applicable provisions of the Internal Revenue Code of 1986, as amended (the
"Code"), Regulations promulgated thereunder by the United States Treasury
Department (the "Regulations"), pertinent judicial authorities, rulings of the
Internal Revenue Service and such other authorities as we have considered
relevant. It should be noted that the Code, the Regulations and such judicial
decisions, administrative interpretations and other authorities are subject to
change at any time and, in some circumstances, with retroactive effect; and any
such change could affect the opinions stated herein. Furthermore, the opinions
expressed below might not be applicable to Company stockholders who, for federal
income tax purposes, are nonresident alien individuals, foreign corporations,
foreign partnerships, foreign trusts or foreign estates, or who acquired their
Company Common Stock pursuant to the exercise of employee stock options or
otherwise as compensation.
Based upon and subject to the foregoing, it is our opinion, as
counsel for Parent, that for federal income tax purposes:
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April 7, 1998
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(i) the Merger will constitute a "reorganization" within the
meaning of Section 368(a) of the Code, and the Company, Sub and Parent
will each be a party to such reorganization within the meaning of Section
368(b) of the Code;
(ii) no gain or loss will be recognized by Parent, Sub or the
Company as a result of the Merger;
(iii) no gain or loss will be recognized by the stockholders
of the Company upon the exchange of their Company Common Stock solely for
shares of Parent Common Stock pursuant to the Merger, except with respect
to cash, if any, received in lieu of fractional shares of Parent Common
Stock;
(iv) the aggregate tax basis of the shares of Parent Common
Stock received solely in exchange for Company Common Stock pursuant to the
Merger (including fractional shares of Parent Common Stock for which cash
is received) will be the same as the aggregate tax basis of the Company
Common Stock exchanged therefor;
(v) the holding period for shares of Parent Common Stock
received solely in exchange for Company Common Stock pursuant to the
Merger will include the holding period of the Company Common Stock
exchanged therefor, provided such Company Common Stock was held as a
capital asset by the stockholder at the Effective Time; and
(vi) a stockholder of the Company who receives cash in lieu of
a fractional share of Parent Common Stock will recognize gain or loss
equal to the difference, if any, between such stockholder's tax basis in
such fractional share (as described in clause (iv) above) and the amount
of cash received.
Except as expressly set forth in paragraphs (i) through (vi),
inclusive, you have not requested, and we do not herein express, any opinion
concerning the tax consequences of, or any other matters related to, the Merger.
We assume no obligation to update or supplement this letter to
reflect any facts or circumstances which may hereafter come to our attention
with respect to the opinions expressed above, including any changes in
applicable law which may hereafter occur.
This opinion is provided to you only, and without our prior consent,
may not be relied upon, used, circulated, quoted or otherwise referred to in any
manner by any person, firm, governmental authority or entity whatsoever other
than reliance thereon by you. Notwithstanding
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April 7, 1998
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the prior sentence, we hereby consent to the filing of this letter as an exhibit
to the Registration Statement and to all references to our firm included in or
made part of the Registration Statement.
Very truly yours,
/s/ Sidley & Austin
