EXHIBIT 8.1
May __, 1998
CBT Group Public Limited Company
c/o CBT Systems USA, Ltd.
1005 Hamilton Court
Menlo Park, CA 94025
Ladies and Gentlemen:
This opinion is being delivered to you in connection with the Form S-4
Registration Statement filed with the Securities and Exchange Commission (which
contains a Prospectus and joint Proxy Statement) (the "Registration Statement")
filed pursuant to the Agreement and Plan of Reorganization dated as of March 16,
1998 (the "Reorganization Agreement") by and among CBT Group Public Limited
Company, a public limited company organized under the laws of the Republic of
Ireland ("CBT"), Rockets Acquisition Corp., a Delaware corporation and a wholly
owned subsidiary of CBT ("Merger Sub"), and The ForeFront Group, Inc., a
Delaware corporation ("ForeFront"). Pursuant to the Reorganization Agreement,
Merger Sub will merge with and into ForeFront (the "Merger"), and ForeFront will
become a wholly owned subsidiary of CBT.
Except as otherwise provided, capitalized terms used but not defined herein
shall have the meanings set forth in the Reorganization Agreement. All section
references, unless otherwise indicated, are to the Internal Revenue Code of
1986, as amended (the "Code").
We have acted as counsel to CBT in connection with the Merger. As such,
and for the purpose of rendering this opinion, we have examined (or will examine
on or prior to the Effective Time), and are relying (or will rely) 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 exhibits and schedules
attached thereto):
1. The Reorganization Agreement;
2. Those certain tax representation letters dated April __, 1998, delivered
to us by CBT, Merger Sub, and ForeFront containing certain
representations of CBT, Merger Sub, and ForeFront (the "Tax
Representation Letters"); and
3. Such other instruments and documents related to the formation,
organization and operation of CBT, Merger Sub, and ForeFront and related
to the consummation of the Merger and the other transactions
contemplated by the Reorganization Agreement as we have deemed necessary
or appropriate.
CBT Group PLC
May __, 1998
Page 2
In connection with rendering this opinion, we have assumed or obtained
representations (and are relying thereon, without any independent investigation
or review thereof) that:
a. Original documents (including signatures) are authentic, documents
submitted to us as copies conform to the original documents, and that
all such documents have been (or will be by the Effective Time) duly
and validly executed and delivered where due execution and delivery
are prerequisites to the effectiveness thereof;
b. All representations, warranties and statements made or agreed to by
CBT, Merger Sub, and ForeFront, their managements, employees,
officers, directors and shareholders in connection with the Merger,
including, but not limited to, those set forth in the Reorganization
Agreement (including the exhibits thereto) and the Tax Representation
Letters are true and accurate at all relevant times;
c. All covenants contained in the Reorganization Agreement (including
exhibits thereto) and the Tax Representation Letters are performed
without waiver or breach of any material provision thereof;
d. The Merger will be reported by CBT and ForeFront on their respective
federal income tax returns in a manner consistent with the opinion set
forth below; and
e. Any representation or statement made "to the best of knowledge" or
similarly qualified is correct without such qualification.
Based on our examination of the foregoing items and subject to the
limitations, qualifications, assumptions and caveats set forth herein, we are of
the opinion that, if the Merger is consummated in accordance with the
Reorganization Agreement (and without any waiver, breach or amendment of any of
the provisions thereof), the Merger is effective under the laws of the state of
Delaware, and the statements set forth in the Tax Representation Letters are
true and correct as of the Effective Time, then for federal income tax purposes,
the Merger will be a "reorganization" within the meaning of Section 368(a) of
the Code.
We consent to the reference to our firm under the caption "U.S. Federal
Income Tax Consequences of the Merger" in the Proxy Statement/Prospectus
included in the Registration Statement and to the filing of this opinion as an
exhibit to the Registration Statement.
This opinion does not address the various state, local or foreign tax
consequences that may result from the Merger or the other transactions
contemplated by the Reorganization Agreement. In addition, no opinion is
expressed as to any federal income tax consequence of the Merger or any other
transactions contemplated by the Reorganization Agreement except as specifically
set forth herein, and this opinion
CBT Group PLC
May __, 1998
Page 3
may not be relied upon except with respect to the consequences specifically
discussed herein. 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 ForeFront stock pursuant to the exercise of options
or otherwise as compensation).
No opinion is expressed as to any transaction other than the Merger as
described in the Reorganization Agreement, or as to any other transaction
whatsoever, including the Merger, if all of the transactions described in the
Reorganization Agreement are not consummated in accordance with the terms of the
Reorganization Agreement and without waiver of any material provision thereof.
To the extent that any of the representations, warranties, statements and
assumptions material to our opinion and upon which we have relied are not
accurate and complete in all material respects at all relevant times, our
opinion would be adversely affected and should not be relied upon.
This opinion only represents our best judgment as to the federal income tax
consequences of the Merger and is not binding on the Internal Revenue Service or
any court of law, tribunal, administrative agency or other governmental body.
The conclusions are based on the Code, existing judicial decisions,
administrative regulations and published rulings. No assurance can be given
that future legislative, judicial or administrative changes or interpretations
would not adversely affect the accuracy of the conclusions stated herein.
Nevertheless, by rendering this opinion, we undertake no responsibility to
advise you of any new developments in the application or interpretation of the
federal income tax laws.
This opinion is being delivered solely in connection with the Registration
Statement. It is intended for the benefit of CBT and Merger Sub and may not be
relied upon or utilized for any other purpose or by any other person and may not
be made available to any other person without our prior written consent.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation