Wireless Telecom Group Inc – ‘S-4/A’ on 6/13/00 – EX-8

On:  Tuesday, 6/13/00, at 5:25pm ET   ·   Accession #:  950117-0-1435   ·   File #:  333-35980

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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       Wireless Telecom Group, Inc. S-4 Am #1               154    857K 
 2: EX-5        Exhibit 5.1                                            1      8K 
 3: EX-8        Exhibit 8.1                                            2     11K 
 4: EX-23       Exhibit 23.1                                           1      6K 
 5: EX-23       Exhibit 23.2                                           1      6K 
 6: EX-99       Exhibit 99.1                                           1      7K 

EX-8   —   Exhibit 8.1

EX-8
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DRINKER BIDDLE & SHANLEY LLP
500 Campus Drive
 Florham Park, NJ 07932-1047

June 2, 2000

Boonton Electronics Corporation                                                 
25 Eastmans Road                                                                
P.O. Box 465                                                                    
Parsippany, New Jersey 07054                                                    

Re:      Wireless Telecom Group, Inc.                         
Registration Statement on Form S-4          
Registration No. 333-35980                  

Ladies and Gentlemen:                                                           

       You have requested our opinion with respect to certain federal income
tax consequences of the proposed merger and reorganization (the "Merger")       
pursuant to the Agreement and Plan of Reorganization, dated as of March 2, 2000,
as amended by the Amendment No. 1 to Agreement and Plan of Reorganization (the  
"Agreement"), among Boonton Electronics Corporation, a New Jersey corporation   
("Boonton"), Wireless Telecom Group, Inc., a New Jersey corporation             
("Wireless"), and WTT Acquisition Corp., a New Jersey corporation and           
wholly-owned subsidiary of Wireless ("Sub"). Specifically, you have requested   
our opinion as to whether, for federal income tax purposes, the Merger qualifies
as a reorganization within the meaning of Section 368(a) of the Internal Revenue
Code of 1986, as amended, and all regulations promulgated thereunder (the       
"Code"), by reason of Section 368(a)(2)(E) of the Code, to which each of        
Boonton, Wireless and Sub will be a party to the reorganization within the      
meaning of Section 368(b) of the Code. For purposes of this opinion, all        
capitalized terms, unless otherwise specified, have the meanings assigned to    
them in the Agreement.                                                          

       In rendering our opinion, we have examined and relied on the accuracy
and completeness of the facts, information, statements and representations      
contained in the Agreement and in the Registration Statement on Form S-4,       
Registration No. 333-35980 (the "Registration Statement") filed with the        
Securities and Exchange Commission under the Securities Act of 1933 relating to 
1,927,470 shares of Wireless common stock. In                                   

EX-8
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Boonton Electronics Corporation                                                 
June 2, 2000                                                                    
Page 2                                                                          

connection with this opinion, we have also relied upon statements and           
representations made to us in certificates by Wireless, Sub and Boonton with    
respect to certain factual matters (the "Certificates"), which statements and   
representations we have neither investigated nor verified. The opinions         
expressed herein are conditioned on the initial and continuing accuracy of the  
facts, information, statements and representations set forth in the Certificates
and filings referred to above. We have assumed that all such facts, information,
statements and representations qualified by the knowledge and belief of         
Wireless, Boonton or Sub will be complete and accurate as of the Effective Time 
as though not so qualified. We have further assumed that the Merger will be     
performed in accordance with the terms of the Agreement and the description of  
the transaction in the Registration Statement.                                  

        In rendering our opinion, we have considered the applicable provisions
of the Code, the Treasury Regulations promulgated thereunder, pertinent judicial
authorities and published rulings and other pronouncements of the Internal      
Revenue Service, all as of the date hereof. Any change in the foregoing may     
affect the continuing validity of the opinion set forth herein. We express no   
opinion as to the tax consequences of the Merger under any laws other than the  
federal income tax laws of the United States.                                   

       In our opinion, the statements in the proxy statement/prospectus (the
"Proxy Statement") contained in the Registration Statement under the caption    
"The Merger-Material Federal Income Tax Consequences", to the extent they       
constitute matters of law or legal conclusions, are accurate in all material    
respects.                                                                       

 The foregoing opinion is based solely on and subject to (a) the
qualifications, assumptions and limitations set forth herein, and (b) the       
qualifications, limitations and assumptions contained in the portion of the     
Proxy Statement captioned "The Merger-Material Federal Income Tax Consequences".

   We hereby consent to the use of our name under the caption "Legal
Matters" in the Proxy Statement and to the filing of this opinion with the      
Securities and Exchange Commission as an exhibit to the Registration Statement. 
In giving such consent, we do not admit that we are within the category of      
persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended.                                                                     

                             Very truly yours,

                                        DRINKER BIDDLE & SHANLEY LLP

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-4/A’ Filing		Date		First		Last			Other Filings
Filed on:		6/13/00
		6/2/00		1		2
		3/2/00		1					8-K
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