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EXHIBIT 8.1
FORM OF WSGR OPINION
OCTOBER , 1996
Solectron Corporation
847 Gibraltar Drive, Bldg. #5
Milpitas, California 95035
Ladies and Gentlemen:
We have acted as counsel for Solectron Corporation, a California
corporation ("Solectron") in connection with the preparation and execution of
the Agreement and Plan of Reorganization (the "Merger Agreement") dated as of
September 25, 1996, among Solectron Corporation, a California Corporation
("Solectron"), Force Acq. Corp., a wholly-owned subsidiary of Solectron
incorporated in Delaware ("Sub"), and Force Computers Inc., a Delaware
Corporation ("Force"). Pursuant to the Merger Agreement, Sub will merge with and
into Force (the "Merger"), and Force will become a wholly-owned subsidiary of
Solectron. Unless otherwise defined, capitalized terms referred to herein have
the meanings set forth in the Merger Agreement. All section references, unless
otherwise indicated, are to the Internal Revenue Code of 1986, as amended (the
"Code").
You have requested our opinion regarding certain United States federal
income tax consequences of the Merger. In delivering this opinion, we have
reviewed and relied upon the facts, statements, descriptions and representations
set forth in the shareholder information statement of Force dated October ,
1996, prepared in connection with the 3(a)(10) Permit (the "Information
Statement"), the Merger Agreement (including Exhibits), an opinion of counsel
received by Force from Gray Cary Ware & Freidenrich, Professional Corporation,
substantially identical in substance to this opinion (the "GCWF Tax Opinion"),
and such other documents pertaining to the Merger as we have deemed necessary or
appropriate. We have also relied upon certificates of officers of Force and
Solectron respectively (the "Officers' Certificates") as well as continuity of
interest certificates executed and delivered by certain shareholders of Force
(the "Continuity of Interest Certificates") and/or affiliate agreements executed
and delivered by certain shareholders of Force (the "Affiliate Agreements").
In connection with rendering this opinion, we have also assumed (without
any independent investigation) that:
1. Original documents (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
effectiveness thereof;
2. Any statement made in any of the documents referred to herein, "to
the best of the knowledge" of any person or party is correct without such
qualification;
3. All statements, descriptions and representations contained in any
of the documents referred to herein or otherwise made to us are true and
correct in all material respects and no actions have been (or will be)
taken which are inconsistent with such representations;
4. The Merger will be reported by Solectron and Force on their
respective federal income tax returns in a manner consistent with the
opinion set forth below; and
5. The GCWF Tax Opinion has been delivered and not withdrawn.
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, if the Merger is consummated in accordance with the Merger
Agreement (and without any waiver, breach or amendment of any of the provisions
thereof) and the statements set forth in the Officers' Certificates, the
Continuity of Interest Certificates, and the
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Affiliate Agreements are true and correct as of the date hereof, at the
effective date of the Information Statement and at the Effective Time, then, for
federal income tax purposes, the Merger will qualify as a "reorganization" as
defined in Section 368(a) of the Code.
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, would 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.
This opinion addresses only the classification of the Merger as a
reorganization under Section 368(a) of the Code, and does not address any other
federal, state, local or foreign tax consequences that may result from the
Merger or any other transaction (including any transaction undertaken in
connection with the Merger). Furthermore, this opinion relates only to the
holders of Force stock who hold such stock as a capital asset. No opinion is
expressed as to the Federal income tax treatment that may be relevant to a
particular investor in light of personal circumstances or to certain types of
investors subject to special treatment under the Federal income tax laws (for
example, life insurance companies, dealers in securities, taxpayers subject to
the alternative minimum tax, banks, tax-exempt organizations, non-United States
persons, and stockholders who acquired their shares of Force stock pursuant to
the exercise of options or otherwise as compensation). Further, no opinion is
expressed as to the Federal income tax treatment with respect to holders of
warrants for Force Series A Preferred Stock.
No opinion is expressed as to any transaction other than the Merger as
described in the Merger Agreement or to any transaction whatsoever, including
the Merger, if all the transactions described in the Merger Agreement are not
consummated in accordance with the terms of such Merger Agreement and without
waiver or breach of any material provision thereof or if all of the
representations, warranties, statements 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 has been delivered to you for the purpose of satisfying the
requirements of Section 6.1(d) of the Merger Agreement. It may not be relied
upon for any other purpose or by any other person or entity, and may not be made
available to any other person or entity without our prior written consent.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
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