SPSS Inc – ‘S-4/A’ on 11/7/96 – EX-8.1

As of:  Thursday, 11/7/96   ·   Accession #:  950124-96-4753   ·   File #:  333-15427

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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                           234   1.05M 
 2: EX-5.1      Opinion of Ross & Hardies                              2±     8K 
 3: EX-8.1      Opinion of Cooley Goodward LLP                         1      7K 
 4: EX-21.1     Subsidiaries of the Company                            1      5K 
 5: EX-99.1     Form of Proxy                                          2±     8K 

EX-8.1   —   Opinion of Cooley Goodward LLP

EX-8.1
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                                                                   EXHIBIT 8.1

[COOLEY GODWARD LLP LETTERHEAD] 

November 7, 1996                                                                

Jandel Corporation                                                              
2591 Kerner Boulevard                                                           
San Rafael, CA  94901                                                           

Dear Sir or Madam:                                                              

We have acted as special counsel to Jandel Corporation, a California            
corporation ("Jandel"), in connection with the Agreement and Plan of Merger     
dated October 30, 1996 by and among SPSS Inc., a Delaware corporation ("SPSS"), 
SPSS Acquisition Inc., a Delaware corporation and a wholly owned subsidiary of  
SPSS ("Sub") and Jandel providing for the merger of Sub with and into Jandel    
(the "Merger").                                                                 

You have asked us to review the discussion of federal income tax issues         
contained in SPSS's Form S-4 Registration Statement filed in connection with    
the Merger (the "Registration Statement").  We have reviewed the discussion     
entitled "Certain Federal Income Tax Matters" contained in the Registration     
Statement and are of the opinion that, subject to the qualifications and        
limitations contained therein, such information fairly presents the current     
federal income tax law applicable to the Merger and the material federal tax    
consequences to SPSS, Sub, Jandel, the Jandel shareholders and the SPSS         
shareholders as a result of the Merger and insofar as it relates to statements  
of law or legal conclusions is correct in all material respects.                

We consent to the reference to our firm under the caption "Certain Federal      
Income Tax Matters" included in the Registration Statement and to the filing of 
this opinion as an exhibit to the Registration Statement.                       

Very truly yours,                                                               

COOLEY GODWARD LLP                                                              

By:  /s/ Susan Cooper Philpot                                                   
----------------------------------                                        
Susan Cooper Philpot                                                    

SCP/jkw                                                                         

Dates Referenced Herein

This ‘S-4/A’ Filing		Date		Other Filings
Filed on:		11/7/96		None on these Dates
		10/30/96
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