Sco Group Inc – ‘S-4/A’ on 11/8/00 – EX-8.1

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-8.1   —   Tax Opinion/Consent of Wilson Sonsini Goodrich

EX-8.1
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                                                                     EXHIBIT 8.1

November 8, 2000

The Santa Cruz Operation                                                        
425 Encinal                                                                     
Santa Cruz, CA  95061                                                           

RE:  AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG CALDERA
       SYSTEMS, INC., A DELAWARE CORPORATION, ("CALDERA"); CALDERA
    HOLDING, INC., A DELAWARE CORPORATION, ("NEWCO") AND THE
        SANTA CRUZ OPERATION, INC., A CALIFORNIA CORPORATION ("SCO")

Ladies and Gentlemen:                                                           

 We have acted as counsel to SCO in connection with the proposed
transfer of certain assets from SCO to Newco in exchange for Newco stock and    
cash and the proposed merger of a transitory merger subsidiary wholly-owned by  
Newco ("Merger Sub"), with and into Caldera (collectively, the "Combination")   
pursuant to an Agreement and Plan of Reorganization dated as of August 1, 2000  
and amended as of September 13, 2000 (the "Agreement"). The Combination and     
certain proposed transactions incident thereto are described in the Registration
Statement on Form S-4 (the "Registration Statement") of Newco which includes the
Proxy Statement/Prospectus of Caldera and SCO (the "Proxy                       
Statement/Prospectus"). This opinion is being rendered pursuant to the          
requirements of Item 21(a) of Form S-4 under the Securities Act of 1933, as     
amended. Unless otherwise indicated, any capitalized terms used herein and not  
otherwise defined have the meaning ascribed to them in the Proxy                
Statement/Prospectus.                                                           

         In connection with this opinion, we have examined and are familiar with
the Agreement, the Registration Statement, and such other presently existing    
documents, records and matters of law as we have deemed necessary or appropriate
for purposes of our opinion. In addition, we have assumed (i) that the          
Combination will be consummated in the manner contemplated by the Proxy         
Statement/Prospectus and in accordance with the provisions of the Agreement;    
(ii) the truth and accuracy of the representations and warranties made in the   
Agreement by SCO, Newco, Caldera and Merger Sub; and (iii) the truth and        
accuracy in all material respects of the certificates of representations to be  
provided to us by SCO, Newco, Caldera, and Merger Sub.                          

        Because this opinion is being delivered prior to the Effective Time of
the Combination it must be considered prospective and dependent on future       
events. There can be no assurance that changes in the law will not take place   
which could affect the United States Federal income tax consequences of the     
Combination or that contrary positions may not be taken by the Internal Revenue 
Service.                                                                        

EX-8.1
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The Santa Cruz Operation                                                        
November 8, 2000                                                                
Page 2                                                                          

         Based upon and subject to the foregoing, in our opinion, the discussion
contained in the Registration Statement under the caption "Material United      
States Federal Income Tax Consequences of the Combination - Material Federal    
Income Tax Consequences of the Combination to SCO," subject to the limitations  
and qualifications described therein, sets forth the material United States     
federal income tax consequences generally applicable to the SCO shareholders as 
a result of the Combination.                                                    

        This opinion is furnished to you solely for use in connection with the
Registration Statement. We hereby consent to the filing of this opinion as an   
Exhibit to the Registration Statement. We also consent to the reference to our  
firm name wherever appearing in the Registration Statement with respect to the  
discussion of the material federal income tax consequences of the Combination,  
including the Proxy Statement/Prospectus constituting a part thereof, and any   
amendment thereto. In giving this consent, we do not thereby admit that we in   
the category of persons whose consent is required under Section 7 of the        
Securities Act of 1933, as amended, or the rules and regulations of the         
Securities and Exchange Commission thereunder, nor do we thereby admit that we  
are experts with respect to any part of such Registration Statement within the  
meaning of the term "experts" as used in the Securities Act of 1933, as amended,
or the rules and regulations of the Securities and Exchange Commission          
thereunder.                                                                     

         Very truly yours,

                        WILSON SONSINI GOODRICH & ROSATI
                Professional Corporation

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
		9/13/00		1
		8/1/00		1					8-K
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