Exhibit 8.1
HALE AND DORR LLP
WWW.HALEDORR.COM
60 STATE STREET - BOSTON, MASSACHUSETTS 02109
617-526-6000 - FAX 617-526-5000
_____________, 2000
Breakaway Solutions, Inc.
50 Rowes Wharf
Boston, MA 02110
Re: Merger pursuant to Agreement and Plan of Merger among Breakaway
Solutions, Inc., Benedict Acquisition Corp., and Eggrock
Partners, Inc.
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Ladies and Gentlemen:
This opinion is being delivered to you in connection with the filing
of a registration statement (the "Registration Statement") on Form S-4, which
includes the Consent Solicitation Statement and Prospectus relating to the
Agreement and Plan of Merger dated as of January 26, 2000 (the "Merger
Agreement"), by and among Breakaway Solutions, Inc., a Delaware corporation
("Parent"), Benedict Acquisition Corp., a Delaware corporation and wholly
owned subsidiary of Parent ("Sub"), and Eggrock Partners, Inc., a Delaware
corporation ("Target"). Pursuant to the Merger Agreement, Sub will merge with
and into Target (the "Merger"). Except as otherwise provided, capitalized
terms not defined herein have the meanings set forth in the Merger Agreement
and the exhibits thereto or in the letters delivered to Hale and Dorr LLP by
Parent and Target containing certain representations of Parent and Target
relevant to this opinion (the "Representation Letters"). All section
references, unless otherwise indicated, are to the United States Internal
Revenue Code of 1986, as amended (the "Code").
In our capacity as counsel to Parent in the Merger, and for purposes of
rendering this opinion, we have examined and relied upon the Registration
Statement, the Merger Agreement and the exhibits thereto, including the Escrow
Agreement, the Representation Letters, and such other documents as we considered
relevant to our analysis. In our examination of documents, we have assumed the
authenticity of original documents, the accuracy of copies, the genuineness of
signatures, and the legal capacity of signatories.
We have assumed that all parties to the Merger Agreement and to any
other documents examined by us have acted, and will act, in accordance with the
terms of such Merger Agreement and documents and that the Merger will be
consummated at the Effective Time pursuant to the terms and conditions set forth
in the Merger Agreement
Breakaway Solutions, Inc.
_______________, 2000
Page 2
without the waiver or modification of any such terms and conditions.
Furthermore, we have assumed that all representations contained in the Merger
Agreement, as well as those representations contained in the Representation
Letters, are, and at the Effective Time will be, true and complete in all
material respects, and that any representation made in any of the documents
referred to herein "to the best of the knowledge and belief" (or similar
qualification) of any person or party is, and at the Effective Time will be,
correct without such qualification. We have also assumed that as to all matters
for which a person or entity has represented that such person or entity is not a
party to, does not have, or is not aware of, any plan, intention, understanding,
or agreement, there is no such plan, intention, understanding, or agreement. We
have not attempted to verify independently such representations, but in the
course of our representation, nothing has come to our attention that would cause
us to question the accuracy thereof.
The conclusions expressed herein represent our judgment as to the
proper treatment of certain aspects of the Merger under the income tax laws of
the United States based upon the Code, Treasury Regulations, case law, and
rulings and other pronouncements of the Internal Revenue Service (the "IRS") as
in effect on the date of this opinion. No assurances can be given that such laws
will not be amended or otherwise changed prior to the Effective Time, or at any
other time, or that such changes will not affect the conclusions expressed
herein. Nevertheless, we undertake no responsibility to advise you of any
developments after the Effective Time in the application or interpretation of
the income tax laws of the United States.
Our opinion represents our best judgment of how a court would decide if
presented with the issues addressed herein and is not binding upon either the
IRS or any court. Thus, no assurances can be given that a position taken in
reliance on our opinion will not be challenged by the IRS or rejected by a
court.
This opinion addresses only the specific United States federal income
tax consequences of the Merger set forth below, and does not address any other
federal, state, local, or foreign income, estate, gift, transfer, sales, use, or
other tax consequences that may result from the Merger or any other transaction
(including any transaction undertaken in connection with the Merger). We express
no opinion regarding the tax consequences of the Merger to stockholders of
Target that are subject to special tax rules, and we express no opinion
regarding the tax consequences of the Merger arising in connection with the
ownership of options or warrants for Target stock.
On the basis of, and subject to, the foregoing, and in reliance upon
the representations and assumptions described above, we are of the opinion that
the discussion under the section "Material United States Federal Income Tax
Considerations of the Eggrock Merger" in the Registration Statement, subject to
the limitations and qualifications described therein, accurately describes the
material federal income tax considerations relevant to Target stockholders
receiving Parent Common Stock in the Merger.
Breakaway Solutions, Inc.
_______________, 2000
Page 3
In rendering this opinion, we have assumed that Goodwin, Proctor & Hoar
LLP has delivered, and has not withdrawn, an opinion that is substantially
similar to this one. No opinion is expressed as to any federal income tax
consequence of the Merger except as specifically set forth herein, and this
opinion may not be relied upon except with respect to the consequences
specifically discussed herein.
This opinion is intended solely for the purpose of inclusion as an
exhibit to the Registration Statement. 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
further consent to the use of our name in the Registration Statement in
connection with references to this opinion and the tax consequences of the
Merger. In giving this consent, however, we do not hereby 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,
HALE AND DORR LLP