Sco Group Inc – ‘S-4/A’ on 11/8/00 – EX-8.2

On:  Wednesday, 11/8/00, at 5:07pm ET   ·   Accession #:  1035704-0-856   ·   File #:  333-45936

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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 - File No. 333-45936     427   2.13M 
 2: EX-4.1      Form of Certificate of Common Stock                    3     12K 
 3: EX-5.1      Opinion/Consent of Brobeck, Phleger & Harrison         2     10K 
 4: EX-8.1      Tax Opinion/Consent of Wilson Sonsini Goodrich         2     12K 
 5: EX-8.2      Tax Opinion/Consent of Brobech, Phleger & Harrison     2     14K 
 6: EX-10.35    Form of Sales Representative & Support Agreement      18     54K 
 7: EX-10.36    Form of Open Server Research & Development Agrmt.     14     45K 
 8: EX-21.1     Subsidiaries of the Registrant                         1      7K 
 9: EX-23.1     Consent of Arthur Andersen LLP - Caldera               1      7K 
10: EX-23.1.2   Consent of Arthur Andersen LLP - Ebiz Enterprises      1      8K 
11: EX-23.2     Consent of Pricewaterhousecoopers LLP - Sco            1      8K 
12: EX-23.2.1   Consent of Pricewaterhousecoopers LLP - Sco            1      7K 
13: EX-23.3     Consent of Kpmg LLP                                    1      8K 
14: EX-99.1     Form of Proxy Card of Caldera                          2      9K 
15: EX-99.2     Form of Proxy Card of the Santa Cruz Operation Inc     2     15K 

EX-8.2   —   Tax Opinion/Consent of Brobech, Phleger & Harrison

EX-8.2
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                                                                     EXHIBIT 8.2

[BROBECK PHLEGER & HARRISON LLP LETTERHEAD] 

November 8, 2000

Caldera Systems, Inc.                                                           
240 West Center Street                                                          
Orem, Utah 84057                                                                

Ladies and Gentlemen:                                                           

   This opinion is being delivered to you in connection with (i) the
Agreement and Plan of Reorganization (the "Agreement") dated as of August 1,    
2000, between Caldera International, Inc., a Delaware corporation, Caldera      
Systems, Inc., a Delaware corporation ("Caldera"), and The Santa Cruz Operation,
Inc., a California corporation, and (ii) the preparation and filing with the    
Securities and Exchange Commission of a Form S-4 Registration Statement relating
to the combination contemplated by the Agreement (the "Registration Statement").

         Except as otherwise provided, capitalized terms referred to herein have
the meanings set forth in the Agreement. All section references, unless         
otherwise indicated, are to the Internal Revenue Code of 1986, as amended (the  
"Code").                                                                        

  We have acted as legal counsel to Caldera in connection with the
transaction. As such, and for the purpose of rendering this opinion, we have    
examined and are relying upon (without any independent investigation or review  
thereof) the truth and accuracy, at all relevant times, of the statements,      
covenants, representations and warranties contained in the following documents  
(including all schedules and exhibits thereto):                                 

1.   The Agreement;                               

2.   The Registration Statement; and              

      3.   Such other instruments and documents related to the
transaction and the parties thereto as we have deemed necessary or appropriate. 

        In connection with rendering this opinion, we have assumed or obtained
representations (and are relying thereon, without any independent investigation 
or review thereof) that:                                                        

            A.   Original documents submitted to us (including signatures)
are authentic, documents submitted to us as copies conform to the original      
documents, and there has been (or will be by the Effective Time) due execution  
and delivery of all documents where due execution and delivery are prerequisites
to the effectiveness thereof; and                                               

             B.   The transaction will be consummated in accordance with the
Agreement without any waiver or breach of any material provision thereof.       

EX-8.2
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Caldera Systems, Inc.                                           November 8, 2000
                                                                          Page 2

    Based on our examination of the foregoing items and subject to the
assumptions, exceptions, limitations and qualifications set forth herein, we are
of the opinion that the statements regarding United States federal income tax   
consequences set forth in the Registration Statement under the heading "Material
United States Federal Income Tax Consequences of the Combination -- Material    
Federal Income Tax Consequences of the Combination to the Caldera stockholders,"
insofar as they constitute statements of law or legal conclusions, are correct  
in all material respects.                                                       

     In addition to the assumptions and representations described above,
this opinion is subject to the exceptions, limitations and qualifications set   
forth below.                                                                    

              (1)  This opinion represents and is based upon our best judgment
regarding the application of federal income tax laws arising under the Code,    
existing judicial decisions, administrative regulations and published rulings   
and procedures. Our opinion is not binding upon the Internal Revenue Service or 
the courts, and there is no assurance that the Internal Revenue Service will not
successfully assert a contrary position. Furthermore, no assurance can be given 
that future legislative, judicial or administrative changes, on either a        
prospective or retroactive basis, will not adversely affect the accuracy of the 
conclusions stated herein. Nevertheless, we undertake no responsibility to      
advise you of any new developments in the application or interpretation of the  
federal income tax laws.                                                        

               (2)  No opinion is expressed if all the transactions described in
the Agreement are not consummated in accordance with the terms of such Agreement
and without waiver or breach of any material provision thereof or if all of the 
statements, representations, warranties and assumptions upon which we relied are
not true and accurate at all relevant times. In the event any one of the        
statements, representations, warranties or assumptions upon which we have relied
to issue this opinion is incorrect, our opinion might be adversely affected and 
may not be relied upon.                                                         

         This opinion is rendered to you solely in connection with the filing of
the Registration Statement. We hereby consent to the filing of this opinion as  
an exhibit to the Registration Statement. We also consent to the references to  
our firm name wherever appearing in the Registration Statement with respect to  
the discussion of the federal income tax consequences of the transaction,       
including any amendments to the Registration Statement. This opinion may not be 
relied upon for any other purpose, and may not be made available to any other   
person, without our prior written consent.                                      

                           Very truly yours,

                                             /s/ BROBECK, PHLEGER & HARRISON LLP

                                         BROBECK, PHLEGER & HARRISON LLP

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-4/A’ Filing		Date		First		Last			Other Filings
Filed on:		11/8/00		1		2
		8/1/00		1					8-K
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