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-8.1 — Opinion of Hale and Dorr LLP as to Tax Matters
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EXHIBIT 8.1
[HALE AND DORR LLP LETTERHEAD]
December 2, 1998
Eclipsys Corporation
777 East Atlantic Avenue
Suite 200
Delray Beach, FL 33483
Re: Merger pursuant to Agreement and Plan of Merger among Eclipsys
Corporation, Exercise Acquisition Corp., and Transition
Systems, Inc.
Ladies and Gentlemen:
This opinion is being delivered to you in connection with the filing
of a registration statement (the "Registration Statement") on Form S-4, which
includes the Joint Proxy Statement/Prospectus relating to the Agreement and
Plan of Merger dated as of October 29, 1998 (the "Merger Agreement"), by and
among Eclipsys Corporation, a Delaware corporation ("Parent"), Exercise
Acquisition Corp., a Massachusetts corporation and wholly owned subsidiary of
Parent ("Sub"), and Transition Systems, Inc., a Massachusetts corporation
("Target"). Pursuant to the Merger Agreement, Sub will merge with and into
Target (the "Merger"). Except as otherwise provided, capitalized terms not
defined herein have the meanings set forth in the Merger Agreement and the
exhibits thereto or in the letters delivered to Hale and Dorr LLP by Parent and
Target containing certain representations of Parent and Target relevant to this
opinion (the "Representation Letters"). All section references, unless
otherwise indicated, are to the United States Internal Revenue Code of 1986, as
amended (the "Code").
In our capacity as counsel to Parent in the Merger, and for purposes
of rendering this opinion, we have examined and relied upon the Registration
Statement, the Merger Agreement and the exhibits thereto, the Representation
Letters, and such other documents as we considered relevant to our analysis.
In our examination of documents, we have assumed the authenticity of original
documents, the accuracy of copies, the genuineness of signatures, and the legal
capacity of signatories.
Eclipsys Corporation
December 2, 1998
Page 2
We have assumed that all parties to the Merger Agreement and to any
other documents examined by us have acted, and will act, in accordance with the
terms of such Merger Agreement and documents and that the Merger will be
consummated at the Effective Time pursuant to the terms and conditions set
forth in the Merger Agreement without the waiver or modification of any such
terms and conditions. Furthermore, we have assumed that all representations
contained in the Merger Agreement, as well as those representations contained
in the Representation Letters, are, and at the Effective Time will be, true and
complete in all material respects, and that any representation made in any of
the documents referred to herein "to the best of the knowledge and belief" (or
similar qualification) of any person or party is correct without such
qualification. We have also assumed that as to all matters for which a person
or entity has represented that such person or entity is not a party to, does
not have, or is not aware of, any plan, intention, understanding, or agreement,
there is no such plan, intention, understanding, or agreement. We have not
attempted to verify independently such representations, but in the course of
our representation, nothing has come to our attention that would cause us to
question the accuracy thereof.
The conclusions expressed herein represent our judgment as to the
proper treatment of certain aspects of the Merger under the income tax laws of
the United States based upon the Code, Treasury Regulations, case law, and
rulings and other pronouncements of the Internal Revenue Service (the "IRS") as
in effect on the date of this opinion. No assurances can be given that such
laws will not be amended or otherwise changed prior to the Effective Time, or
at any other time, or that such changes will not affect the conclusions
expressed herein. Nevertheless, we undertake no responsibility to advise you
of any developments after the Effective Time in the application or
interpretation of the income tax laws of the United States.
Our opinion represents our best judgment of how a court would decide
if presented with the issues addressed herein and is not binding upon either
the IRS or any court. Thus, no assurances can be given that a position taken
in reliance on our opinion will not be challenged by the IRS or rejected by a
court.
This opinion addresses only the specific United States federal income
tax consequences of the Merger set forth below, and does not address any other
federal, state, local, or foreign income, estate, gift, transfer, sales, use,
or other tax consequences that may result from the Merger or any other
transaction (including any transaction undertaken in connection with the
Merger). We express no opinion regarding the tax consequences of the Merger to
shareholders of Target that are subject to special tax rules, and we express no
opinion regarding the tax consequences of the Merger arising in connection with
the ownership of options or warrants for Target stock.
Eclipsys Corporation
December 2, 1998
Page 3
On the basis of, and subject to, the foregoing, and in reliance upon
the representations and assumptions described above, we are of the opinion that
the Merger will constitute a reorganization within the meaning of Section
368(a).
In rendering this opinion, we have assumed that Foley, Hoag & Eliot
LLP has delivered, and has not withdrawn, an opinion that is substantially
similar to this one. No opinion is expressed as to any federal income tax
consequence 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.
This opinion is intended solely for the purpose of inclusion as an
exhibit to the Registration Statement. It may not be relied upon for any other
purpose or by any other person or entity, and may not be made available to any
other person or entity without our prior written consent. We hereby consent to
the filing of this opinion as an exhibit to the Registration Statement and
further consent to the use of our name in the Registration Statement in
connection with references to this opinion and the tax consequences of the
Merger. In giving this consent, however, we do not hereby
Eclipsys Corporation
December 2, 1998
Page 4
admit that we are in the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended.
Very truly yours,
HALE AND DORR LLP
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 | | 4 |
| | 10/29/98 | | 1 | | | | | 8-K |
| List all Filings |
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