Exhibit 8
GTECH Holdings Corporation
55 Technology Way
West Greenwich, Rhode Island 02817
Re: GTECH Holdings Corporation Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special counsel to GTECH Holdings Corporation, a Delaware
corporation (the "Company") and to certain domestic subsidiaries of the Company
listed on Schedule A hereto (the "Guarantors") in connection with a Registration
Statement on Form S-3 to be filed by the Company and the Guarantors on or about
the date hereof (the "Registration Statement") with the Securities and Exchange
Commission (the "Commission") for the purpose of registering under the
Securities Act of 1933, as amended, (the "Act") the offering and sale by the
selling securityholders of up to $175,000,000 aggregate principal amount of the
Company's 1-3/4% Convertible Debentures due December 15, 2021 (the
"Debentures"), the Guarantors' guarantees thereof (the "Guarantees") and the
shares of the Company's common stock, par value $0.01 per share (the "Common
Stock") that may be issued upon the surrender and conversion of the Debentures.
The Debentures, the Guarantees and the Common Stock (collectively, the
"Securities") are being registered pursuant to the Registration Rights Agreement
among the Company, the Guarantors and Credit Suisse First Boston Corporation,
Banc of America Securities LLC and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, as representatives of the initial purchasers of the Debentures
(the "Initial Purchasers"), filed as Exhibit 4.2 to the Company's Form 10-Q for
the period ended November 24, 2001. All capitalized terms used herein and not
otherwise defined shall have the meanings set forth in the prospectus filed as
part of the Registration Statement (the "Prospectus").
We hereby confirm that, although the discussion set forth under the heading
"Certain United States Federal Income Tax Consequences" in the Prospectus does
not purport to discuss all possible United States federal income tax
consequences of the purchase, ownership and disposition of Debentures, in our
opinion, such discussion constitutes, in all material respects, a fair and
accurate summary of the United States federal income tax consequences of the
purchase, ownership and disposition of the Debentures, based upon current law.
It is possible that contrary positions may be taken by the Internal Revenue
Service and that a court may agree with such contrary positions.
This opinion is furnished to you solely for your benefit in connection with
the filing of the Registration Statement and, except as set forth below, is not
to be used, circulated, quoted or otherwise referred to for any other purpose or
relied upon by any other person for any purpose without our prior written
consent. We hereby consent to the use of our name under the heading "Legal
Matters" in the Prospectus and the filing of this opinion with the Commission as
Exhibit 8 to the Registration Statement. In giving this consent, we do not
thereby admit that we are within the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Commission promulgated thereunder. This opinion is expressed as of the date
hereof unless otherwise expressly stated and applies only to the disclosure
under the heading "Certain United States Federal Income Tax Consequences" set
forth in the Prospectus filed as of the date hereof. We disclaim any undertaking
to advise you of any subsequent changes of the facts stated or assumed herein or
any subsequent changes in applicable law.
Very truly yours,
/s/ Edwards & Angell, LLP
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Edwards & Angell, LLP
Schedule A
List of Subsidiary Guarantors
GTECH Corporation, a Delaware corporation
GTECH Rhode Island Corporation, a Rhode Island corporation
GTECH Latin America Corporation, a Delaware corporation