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Exhibit 8.2
WILSON SONSINI GOODRICH & ROSATI
650 Page Mill Road
Palo Alto, California 94304
February 4, 1997
Epic Design Technology, Inc.
310 N. Mary Avenue
Sunnyvale, California 94086
Ladies and Gentlemen:
We have acted as counsel for EPIC Design Technology, Inc., a California
corporation ("EPIC") in connection with the preparation and execution of the
Agreement and Plan of Merger (the "Merger Agreement") dated as of January 16,
1997, among Synopsys, Inc., a Delaware corporation ("Synopsys"), EPIC Merger
Co., Inc., a wholly-owned subsidiary of Synopsys incorporated in Delaware
("Sub"), and 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 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 Registration Statement on Form S-4 filed by Synopsys with the
Securities and Exchange Commission (which contains a prospectus and joint proxy
statement of EPIC and Synopsys) (the "Registration Statement"), the Merger
Agreement (including Exhibits), an opinion of counsel received by Synopsys 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 EPIC and Synopsys respectively (the
"Officers' Certificates").
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;
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February 4, 1997
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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 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 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 for federal income tax purposes, the Merger will constitute
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).
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.
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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 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. We
hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of our name under the heading "Certain Federal Income
Tax Consequences." In giving such consent, we do not thereby admit that we are
in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended.
Very truly yours,
/s/ WILSON SONSINI GOODRICH & ROSATI
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation