Genentech Inc – ‘S-4/A’ on 9/8/95 – EX-8.1

As of:  Friday, 9/8/95   ·   Accession #:  950123-95-2577   ·   File #:  33-59949

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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       Amendement No.1 to Form S-4                          189   1.10M 
 2: EX-2.2      Agreement, Dated as of July 7, 1995                    7     25K 
 3: EX-2.3      Agreement, Dated as of September 6, 1995              12     40K 
 4: EX-5.1      Opinion of Wachtell, Lipton, Rosen                     2     10K 
 5: EX-8.1      Opinion of Wachtell, Lipton, Rosen                     1      9K 
 6: EX-10.4     Agency Agreement, Dated as of September 6, 1995       12     39K 
 7: EX-10.5     Letter Agreement, Dated September 6, 1995              2     12K 
 8: EX-15.1     Letter Re: Unaudited Interim Financial Information     1      8K 
 9: EX-23.2     Consent of Ernst & Young LLP                           1      8K 
10: EX-23.3     Consent of Price Waterhouse Ag                         1      6K 
11: EX-24.1     Powers of Attorneys                                    1      9K 
12: EX-27.1     Financial Data Schedule                                1     10K 
13: EX-99.1     Form of Proxy for Special Meeting of Stockholders      2±    11K 

EX-8.1   —   Opinion of Wachtell, Lipton, Rosen

EX-8.1
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                                                                     EXHIBIT 8.1

 [WACHTELL, LIPTON, ROSEN & KATZ LETTERHEAD]

 September 8, 1995

Genentech, Inc.                                                                 
460 Point San Bruno Boulevard                                                   
South San Francisco, CA 94080                                                   

Gentlemen:                                                                      

          We are acting as special counsel to Genentech, Inc. ("Genentech") in
connection with the Agreement and Plan of Merger, dated as of May 23, 1995,     
among Genentech, Roche Holdings, Inc. and HLR (U.S.) II, Inc., and the          
transactions contemplated thereby. All terms used herein without definition have
the meanings set forth in such Agreement. Our opinion as to the material federal
income tax consequences of the Merger under currently applicable law, as well as
the ownership of the Special Common Stock, to the holders of Common Stock who   
are United States citizens or resident individuals who hold such Common Stock   
and will hold Special Common Stock as a capital asset is as set forth under the 
caption "Certain Federal Income Tax Considerations and Accounting Treatment     
-- Certain Federal Income Tax Consequences" in the Proxy Statement/Prospectus of
Genentech, Inc. which is a part of the Registration Statement on Form S-4 of    
Genentech, Inc. covering the shares of Special Common Stock to be issued in the 
Merger (the "Registration Statement").                                          

           We hereby consent to the filing of this opinion as Exhibit 8.1 to the
Registration Statement. In giving such consent, we do not hereby 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,

                    /s/ Wachtell, Lipton, Rosen & Katz

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-4/A’ Filing		Date		Other Filings
Filed on:		9/8/95		PRE13E3/A,  PRER14A,  SC 13D/A
		5/23/95
				List all Filings