Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4 Form S-4 Registration Statement Eclipsys Corp. 278 1.49M
2: EX-5.1 Opinion of Hale and Dorr LLP 2 13K
3: EX-8.1 Opinion of Hale and Dorr LLP as to Tax Matters 4 15K
4: EX-8.2 Form of Opinion of Foley, Hoag & Eliot LLP 3 14K
5: EX-23.1 Consent of Pricewaterhousecoopers LLP 1 7K
6: EX-23.2 Consent of Pricewaterhousecoopers LLP 1 7K
7: EX-23.3 Consent of Kpmg Peat Marwick LLP 1 8K
8: EX-23.4 Consent of Pricewaterhousecoopers LLP 1 8K
9: EX-23.5 Consent of Ernst & Young LLP 1 7K
10: EX-99.3 Form of Proxy Card for Eclipsys Corp. 2± 12K
11: EX-99.4 Form of Proxy Card for Transition Systems, Inc. 2 12K
12: EX-99.5 Consent of Bt Alex. Brown Incorporated 1 8K
13: EX-99.6 Consent of Morgan Stanley & Co. 1 8K
14: EX-99.7 Consent of Robert F. Raco 1 7K
15: EX-99.8 Consent of Patrick T. Hackett 1 7K
EX-8.2 — Form of Opinion of Foley, Hoag & Eliot LLP
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EXHIBIT 8.2
[FOLEY, HOAG & ELIOT LLP LETTERHEAD]
December 2, 1998
TRANSITION SYSTEMS, INC.
One Boston Place
Boston, MA 02108
Re: Proposed Merger of Exercise Acquisition Corp. and Transition
Systems, Inc.
Ladies and Gentlemen:
We have acted as counsel to Transition Systems, Inc., (the "Company"), a
Massachusetts corporation, in connection with the proposed merger (the
"Merger") of Exercise Acquisition Corp. ("Merger Sub"), a Massachusetts
corporation and wholly-owned subsidiary of Eclipsys Corporation ("Parent"), a
Delaware corporation, with and into the Company, in accordance with the
Agreement and Plan of Merger among Parent, Merger Sub, and the Company, dated
as of October 29, 1998 (the "Agreement"). Capitalized terms used but not
defined herein shall have the respective meanings ascribed to them in the
Agreement.
We have examined the law and such papers, including the Agreement, as
we have deemed necessary to render this opinion. As to questions of fact
material to our opinion we have relied upon representations set forth in the
Agreement (including the Exhibits), and such other documents pertaining to the
Merger as we have deemed appropriate and necessary. As to questions of fact
material to our opinion, we have relied upon representations of Parent, Merger
Sub, the Company, and certain stockholders of the Company contained in letters
of even date addressed to us (the "Letters of Representation"), without
undertaking to verify the same by independent investigation.
December 2, 1998
Page 2
In our examination we have assumed that (i) the Merger will be
consummated in accordance with the terms of the Agreement; (ii) each entity
that is a party to any of the documents (the "Documents") described in the
preceding paragraphs has been duly organized under the laws of its state or
country of organization, is validly existing and in good standing under such
laws, and is duly qualified and in good standing in each jurisdiction in which
it is required to be qualified to engage in the transactions contemplated by
the Documents; (iii) each such entity has full power, authority, capacity and
legal right to enter into and perform the terms of the Documents and the
transactions contemplated thereby; (iv) the copies or originals of the
Documents furnished to us are authentic (if originals) or accurate (if copies),
those that are contracts or instruments are enforceable and effective in
accordance with their terms against all parties thereto, and all signatures are
genuine; (v) any representations made in the Documents are, and will continue
to be, true and complete, and no default exists under any of the Documents;
(vi) the business and affairs of each of the entities that is a party to any of
the Documents will be conducted in accordance with the Documents and all
relevant laws; (vii) no actions will be taken, no change in any of the
Documents will occur, and no other events will occur, after the date hereof,
that would have the effect of altering the facts, Documents or assumptions upon
which this opinion is based; and (viii) the business reasons for the Merger
will constitute a valid business purpose, within the meaning of Treasury
Regulation section 1.368-1(b) and (c), for the Merger.
The opinion rendered herein is based upon the provisions of the
Internal Revenue Code of 1986, as amended (the "Code"), Treasury Department
proposed, temporary and final regulations, judicial decisions, and rulings and
administrative interpretations of the Internal Revenue Service, as each of the
foregoing exists on the date hereof. The opinion rendered below is not binding
on the Internal Revenue Service or a court of law, and no assurance can be
given that legislative or administrative action or judicial decisions that
differ from the opinion rendered below will not be forthcoming. Any such
differences could be retroactive to transactions or business operations prior
to such action or decisions.
We express no opinion as to the federal income tax consequences other
than that described below, if any, or as to the effect of the Merger on prior
transactions, or as to any state, local or foreign income or other tax
consequences with respect to the Merger.
Based on the foregoing, we are of opinion, under existing law as of the
date hereof, that, at the Effective Time, the Merger will constitute a
reorganization within the meaning of section 368(a) of the Code.
We are furnishing this letter to you solely for the purpose of
satisfying Section 6.08 of the Agreement. This letter is not to be used,
circulated, quoted or otherwise referred to for any other purpose without our
prior written consent. We hereby consent, however, to the filing with the
Securities and Exchange Commission of this opinion as an exhibit to the
registration statement on Form S-4 filed by Parent with the Securities and
Exchange Commission. In giving such consent,
December 2, 1998
Page 3
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.
Very truly yours,
FOLEY, HOAG & ELIOT LLP
By: /s/ BRUCE A. KINN
-----------------------------------
A Partner
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
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| This ‘S-4’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 12/4/98 |
| | 12/2/98 | | 1 | | 3 |
| | 10/29/98 | | 1 | | | | | 8-K |
| List all Filings |
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