Novell Inc, et al. – ‘S-4/A’ on 5/25/01 – EX-8.1

On:  Friday, 5/25/01, at 5:26pm ET   ·   Accession #:  950109-1-501497   ·   File #s:  333-59326, -01

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4/A       Amendment No. 1 to Form S-4                          166    814K 
 2: EX-8.1      Form of Opinion of Wilson Sonsini                      2     12K 
 3: EX-8.2      Form of Opinion of Morgan Lewis & Bockius LLP          3     13K 
 4: EX-23.2     Consent of Ernst & Young LLP                           1      6K 
 5: EX-23.3     Consent of Pricewaterhouse Coopers LLP                 1      6K 
 6: EX-99.2     Form of Proxy of Cambridge Tech. Partners              2±    12K 

EX-8.1   —   Form of Opinion of Wilson Sonsini

EX-8.1
1st Page of 2
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
                                                                     Exhibit 8.1

[Letterhead of Wilson Sonsini Goodrich & Rosati P.C.] 

May 25, 2001

Novell, Inc.                                                                    
1800 South Novell Place                                                         
Provo, Utah 84606                                                               

Ladies and Gentlemen:                                                           

    We have acted as counsel to Novell, Inc. a Delaware corporation ("Novell")
in connection with the proposed merger (the "Merger") by and among Novell, Ceres
Neptune Acquisition Corp., a Delaware corporation and wholly-owned transitory   
merger subsidiary of  Novell ("Merger Sub"), and Cambridge Technology Partners  
(Massachusetts), Inc., a Delaware corporation ("CTP") pursuant to an Agreement  
and Plan of Reorganization dated as of March 12, 2001 and amended as of May 24, 
2001 (the "Merger Agreement").  The Merger and certain proposed transactions    
incident thereto are described in the Registration Statement on Form S-4 (the   
"Registration Statement") of Novell which includes the Proxy Statement/         
Prospectus of CTP and Novell (the "Proxy Statement/Prospectus"). 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 Proxy Statement/Prospectus.                                                 

     In connection with this opinion, we have examined and are familiar with the
Merger Agreement, 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: (i) that the   
Merger will be consummated in the manner contemplated by the Proxy              
Statement/Prospectus and in accordance with the provisions of the Merger        
Agreement, (ii) original documents submitted to us (including signatures        
thereto) are authentic, documents submitted to us as copies conform to the      
original documents, and that 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; (iii) all             
representations, warranties and statements made or agreed to by Novell, Merger  
Sub, CTP, and 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 certificates of   
representations to be provided to us by Novell, CTP, and Merger Sub (the "Tax   
Representation Letters") are true and accurate at all relevant times; (iv) all  
covenants contained in the Merger Agreement (including exhibits thereto) and the
Tax Representation Letters are performed without waiver or breach of any        
material provision thereof;                                                     

EX-8.1
Last Page of 2
TOC
1st
Previous
Next
↓Bottom
Just 2nd
Novell, Inc.                                                                    
May 25, 2001                                                                    
Page 2                                                                          

and (v) any representation or statement made "to the best of knowledge" or      
similarly qualified is correct without such qualification.                      

 Based upon and subject to the foregoing, in our opinion, the discussion
contained in the Registration Statement under the caption "The Merger -         
Material U.S. federal income tax consequences of the merger," subject to the    
limitations and qualifications described therein, sets forth the material United
States federal income tax considerations generally applicable to the Merger.    
Because this opinion is being delivered prior to the Effective Time of 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 United States federal income tax consequences of the Merger or that  
contrary positions may not be taken by the Internal Revenue Service. No opinion 
is expressed as to any federal income tax consequences of the Merger except as  
specifically set forth herein, and this opinion may not be relied upon except   
with respect to the consequences specifically discussed herein. To the extent   
that any of the representations, warranties, statements and assumptions material
to our opinion and upon which we have relied are not 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 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 federal income tax consequences of the Merger,       
including the Proxy Statement/Prospectus constituting a part thereof, 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,

                  WILSON SONSINI GOODRICH & ROSATI
          Professional Corporation

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-4/A’ Filing		Date		First		Last			Other Filings
Filed on:		5/25/01		1		2
		5/24/01		1
		3/12/01		1					8-K
									List all Filings