Tech Data Corp – ‘S-4/A’ on 12/8/04 – ‘EX-8.1’

On:  Wednesday, 12/8/04, at 4:55pm ET   ·   Private-to-Public:  Document/Exhibit ¶  –  Release Delayed   ·   Accession #:  950144-4-11853   ·   File #:  333-120552

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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       Tech Data Corporation                               HTML    412K 
 9: CORRESP   ¶ Comment-Response or Other Letter to the SEC            4      9K 
 2: EX-1.1      EX-1.1 Dealer Manager Agreement                       23    110K 
 3: EX-4.(C)    Ex- 4.C Form of Indenture                             89    405K 
 4: EX-5.1      EX-5.1 Grayrobinson Opinion & Consent                  2     11K 
 5: EX-8.1      EX-8.1 Grayrobinson Tax Opinion                        2     10K 
 6: EX-23.1     EX-23.1 Ernst & Young Consent                          1      6K 
 7: EX-25.1     EX-25.1 Form of T-1                                    5     18K 
 8: EX-99.1     EX-99.1 Form of Letter of Transmittal                 16     81K 

‘EX-8.1’   —   EX-8.1 Grayrobinson Tax Opinion

EX-8.1
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 OPINION OF GRAYROBINSON, P.A., AS TO MATERIAL
 UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

                                                                     EXHIBIT 8.1

December 8, 2004

Tech Data Corporation                                                           
5350 Tech Data Drive                                                            
Clearwater, Florida 38760                                                       

Ladies and Gentlemen:                                                           

     You have requested our opinion regarding the material United States
federal income tax consequences of the offer by Tech Data Corporation (the      
"Company") to issue and exchange up to $290,000,000 principal amount of its new 
2.0% convertible subordinated debentures due 2021 for its outstanding 2.0%      
convertible subordinated debentures due 2021 (the "Exchange Offer").            

     In formulating our opinion, we examined such documents as we deemed
appropriate, including the Company's Prospectus, Subject to Completion dated    
December 7, 2004, in respect to its 2.0% convertible subordinated debentures due
2021 and the Registration Statement on Form S-4, initially filed by the Company 
with the Securities and Exchange Commission on November 16, 2004, in respect of 
its 2.0% convertible subordinated debentures due 2021 (the "Registration        
Statement"). In addition, we have obtained such additional information and      
evaluations as we deemed relevant and necessary through consultation with       
various officers and representatives of the Company and financial advisors to   
the Company. Any capitalized terms used but not defined herein have the meaning 
given to such terms in the Registration Statement.                              

        Our opinion set forth below assumes (1) the accuracy of the statements
and facts concerning the Exchange Offer set forth in the Registration Statement 
and (2) the consummation of the Exchange Offer in the manner contemplated by,   
and in accordance with the terms set forth in, the Registration Statement.      

      Based upon the facts and statements set forth above, our examination
and review of the documents referred to above and subject to the assumptions set
forth above and qualifications set forth below, we hereby confirm that the      
discussions in the Registration Statement under the heading "MATERIAL UNITED    
STATES FEDERAL INCOME TAX CONSIDERATIONS" (the "Tax Section"), insofar as it    
relates to matters of United States federal tax law and regulations or legal    
conclusions with respect thereto, constitutes our opinion as to the material    
U.S. federal income tax considerations for holders of the Company's outstanding 
2.0% convertible subordinated debentures due 2021 who are referred to under the 
Tax Section and who participate in the Exchange Offer.                          

EX-8.1
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GRAYROBINSON                                                                    
PROFESSIONAL ASSOCIATION                                                    

Tech Data Corporation                                                           
December 8, 2004                                                                
Page 2                                                                          

      Our opinion is based on current provisions of the Code, the Treasury
Regulations promulgated thereunder, Internal Revenue Service rulings and        
judicial decisions now in effect, any of which may be changed at any time with  
retroactive effect. Any change in applicable laws or facts and circumstances    
surrounding the Exchange Offer, or any inaccuracy in the statements, facts,     
assumptions and representations on which we have relied, may affect the         
continuing validity of the opinion set forth herein. We assume no responsibility
to inform you of any such change or inaccuracy that may occur or come to our    
attention. No opinion is expressed on any matter other than those specifically  
covered by the foregoing opinion.                                               

      We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to our firm therein.                   

                                   Very truly yours,

                                       /s/GrayRobinson, P.A.

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-4/A’ Filing		Date		First		Last			Other Filings
Filed on:		12/8/04		1		2			10-Q,  4,  8-K,  SC TO-I/A
		12/7/04		1					4
		11/16/04		1					8-K,  S-4,  SC TO-I
									List all Filings