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Exhibit 8.1
[Wilson Sonsini Goodrich & Rosati Letterhead]
October 14, 1999
Solectron Corporation
777 Gibraltar Drive
Milpitas, CA 95035
Re: Merger among Solectron Corporation, a Delaware corporation ("Solectron"),
SM Acquisition Corp., a California corporation ("SMAC"), and SMARTModular
Technologies, Inc., a California Corporation ("SMARTModular")
Ladies and Gentlemen:
We have acted as counsel to Solectron, a Delaware corporation, in
connection with the proposed merger (the "Merger") of Solectron's wholly-owned
transitory merger subsidiary, SMAC, with and into SMARTModular pursuant to an
Agreement and Plan of Merger dated as of September 13, 1999, (the "Merger
Agreement"). The Merger and certain proposed transactions incident thereto are
described in the Registration Statement on Form S-4 (the "Registration
Statement") of Solectron which includes the Proxy Statement/Prospectus of
Solectron and SMARTModular (the "Proxy Statement-Prospectus"). This opinion is
being rendered pursuant to the requirements of Item 21(a) of Form S-4 under the
Securities Act of 1933, as amended. Unless otherwise indicated, any capitalized
terms used herein and not otherwise defined have the meaning ascribed to them in
the Proxy Statement/Prospectus.
In connection with this opinion, we have examined and are familiar with the
Merger Agreement, the Registration Statement, and such other presently existing
documents, records and matters of law as we have deemed necessary or appropriate
for purposes of our opinion. In addition, we have assumed (i) that the Merger
will be consummated in the manner contemplated by the Proxy Statement-Prospectus
and in accordance with the provisions of the Merger Agreement (ii) the truth and
accuracy of the representations and warranties made by Solectron, SMARTModular
and SMAC in the Merger Agreement, and (iii) the truth and accuracy of the
certificates of representations to be provided to us by Solectron, SMARTModular,
and Merger Sub.
Because this opinion is being delivered prior to the Effective Time of the
Merger, it must be considered prospective and dependent on future events. There
can be no assurance that changes in the law will not take place which could
affect the United States Federal income tax consequences
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Solectron Corporation
October 14, 1999
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considerations of the Merger or that contrary positions may not be taken by the
Internal Revenue Service.
Based upon and subject to the foregoing, in our opinion, the discussions
contained in the Registration Statements under the caption "Material U.S.
Federal Income Tax Considerations of the Merger," subject to the limitations and
qualifications described therein, set forth the material United States Federal
income tax considerations generally applicable to the Merger.
This opinion is furnished to you solely for use in connection with the
Registration Statement. We hereby consent to the filing of this opinion as an
Exhibit to the Registration Statement. We also consent to the reference to our
firm name wherever appearing in the Registration Statement with respect to the
discussion of the material federal income tax considerations of the Merger,
including the Proxy Statement/Prospectus constituting a part thereof, and any
amendment thereto. In giving this consent, we do not thereby admit that we in
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder, nor do we thereby admit that we
are experts with respect to any part of such Registration Statement within the
meaning of the term "experts" as used in the Securities Act of 1933, as amended,
or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ Wilson Sonsini Goodrich & Rosati
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WILSON SONSINI GOODRICH & ROSATI
Professional Corporation