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EXHIBIT 8.1
ATTORNEYS AT LAW
400 HAMILTON AVENUE
PALO ALTO, CA 94301-1825
TEL: (415) 328-6561
FAX: (415) 327-3699
http://www.gcwf.com
February 4, 1997
Synopsys, Inc.
700 East Middlefield Road
Mountain View, CA 94043-4033
Dear Ladies and Gentlemen:
We have acted as legal counsel to Synopsys, Inc., a Delaware
corporation ("Synopsys") in connection with the preparation and execution of
the Agreement and Plan of Merger dated January 16, 1997 (the "Merger
Agreement") among Synopsys, Epic Merger Co., Inc., a Delaware corporation and a
wholly-owned subsidiary of Synopsys ("Sub") and Epic Design Technology, Inc., a
California corporation ("Epic"). Pursuant to the Merger Agreement, Sub will
merge with and into Epic (the "Merger"), and Epic will become a wholly-owned
subsidiary of Synopsys. 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 that the Merger will constitute a
"reorganization" as defined in Section 368(a) of the Code. In delivering 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
registration statement on form S-4 of a Joint Proxy Statement/Prospectus of
Epic and Synopsys (the "Registration Statement"); (2) the Merger Agreement; (3)
such other instruments and documents related to the formation, organization and
operation of Epic and Synopsys or to the consummation of the Merger and the
transactions contemplated thereby as we have deemed necessary or appropriate;
(4) representations and warranties made to us by Epic, Synopsys and Sub (the
"Officers' Certificates"); and (5) an opinion of counsel, received by Synopsys
from Wilson Sonsini Goodrich & Rosati, Professional Corporation, substantially
identical in substance to this opinion (the "WSGR Tax Opinion").
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Gray Cary Ware & Freidenrich
Synopsys, Inc.
February 4, 1997
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In connection with rendering this opinion, we have assumed or obtained
representations (and are relying thereon, without any independent investigation
or review thereof) 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 of the Merger) due execution and delivery of
all documents where due execution and delivery are prerequisites to
effectiveness thereof;
2. Any representation or statement made "to the best of knowledge" or
similarly qualified is correct without such qualification. As to all matters in
which a person or entity making a representation referred to above has
represented that such person or entity either is not a party to, does not have,
or is not aware of, any plan or intention, understanding or agreement, there is
in fact no such plan, intention, understanding or agreement;
3. All statements, descriptions and representations contained in any of
the documents referred to herein or otherwise made to us (including, but not
limited to the Officers' Certificates) are true and correct as of the date
hereof, at the effective date of the Registration Statement and at the Effective
Time, and no actions have been (or will be) taken which are inconsistent with
such statements, descriptions and representations;
4. The Merger will be reported by Synopsys and Epic on their respective
federal income tax returns in a manner consistent with the opinion set forth
below;
5. The Merger will be consummated in accordance with the Merger Agreement
(and without any waiver, breach or amendment of any of the provisions thereof)
and will be effective under the applicable state law; and
6. The WSGR 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 for federal income tax purposes, the Merger will constitute
a "reorganization" as defined in Section 368(a) of the Code. In addition to the
assumptions set forth above, this opinion is subject to the exceptions,
limitations and qualifications set forth below.
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 the
Internal Revenue Service is not precluded from successfully asserting a contrary
position. Furthermore, no assurance can be given that future
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Gray Cary Ware & Freidenrich
Synopsys, Inc.
February 4, 1997
Page Three
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. No opinion is expressed as to
any other matter, including any other tax consequences of the Merger or any
other transaction (including any transaction undertaken in connection with the
Merger) under any foreign, federal, state, or local tax law.
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 7.1(h) of the Merger Agreement. It may not be relied
upon by any other person or entity, and may not be made available to any other
person or entity without our prior written consent. We hereby consent, however,
to the use of this opinion as an exhibit to the Registration Statement and
further consent to the use of our name wherever appearing in the Registration
Statement, including the Joint Proxy Statement/Prospectus constituting a part
thereof, and any amendments thereto.
Very truly yours,
/s/ GRAY CARY WARE & FREIDENRICH
GRAY CARY WARE & FREIDENRICH
A Professional Corporation