EXHIBIT 8.1
July 18, 1995
Nellcor Incorporated
4280 Hacienda Drive
Pleasanton, CA 94588
RE: NELLCOR INCORPORATED PROXY STATEMENT
AND REGISTRATION STATEMENT ON FORM S-4
Ladies and Gentlemen:
We have acted as counsel to Nellcor Incorporated, a Delaware corporation
("Nellcor") and Puma Merger Corporation, a Delaware corporation and a
wholly-owned subsidiary of Nellcor ("Sub") in connection with the Agreement and
Plan of Merger, dated as of May 21, 1995 (the "Merger Agreement"), as amended,
by and among Nellcor, Sub and Puritan-Bennett Corporation, a Delaware
corporation ("P-B").
Pursuant to the Merger Agreement, Sub will merge into and with P-B (the
"Merger"). As a result of the Merger, P-B will become a wholly-owned subsidiary
of Nellcor and the former shareholders of P-B will receive shares of Nellcor
common stock, all on the terms set forth in the Merger Agreement.
The Merger Agreement and certain proposed transactions incident thereto are
described in the Registration Statement on Form S-4 filed by Nellcor with the
Securities and Exchange Commission (the "Registration Statement"). 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.
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 and
appropriate in connection with rendering this opinion.
In rendering this opinion, we assume the following:
1. The authenticity of original documents submitted to us, the conformity
to original documents of all documents submitted to us as photostatic copies and
the authenticity of the originals of such copies, and the genuineness of all
signatures and the due execution and delivery of all documents.
2. The truth and accuracy of the representations, warranties, statements
and facts made or to be made by Nellcor, Sub and P-B in connection with the
Merger, including those representations set forth in the Merger Agreement and in
certificates of representations provided to us by Nellcor and P-B.
Based upon and subject to the foregoing, the discussion contained in the
prospectus included as part of the Registration Statement (the "Prospectus")
under the caption "Certain Federal Income Tax Consequences," expresses our
opinion as to the material Federal income tax consequences if the Merger is
effected according to the terms of the Merger Agreement. Because this opinion is
being delivered prior to the Effective Time of the Merger, it must be considered
prospective and dependent upon future events. In addition, you should be aware
that the discussion under the caption "Certain Federal Income Tax Consequences"
in the Prospectus represents our conclusions as to the application of existing
law to the instant transactions and may not be applicable to certain classes of
P-B stockholders, including securities dealers, foreign persons and persons who
acquired their P-B Common Stock pursuant to the exercise of employee stock
options or rights or otherwise as compensation. There can be no assurance that
changes in the law will not take place which could affect the Federal income tax
consequences of the Merger or that contrary positions may not be taken by the
Internal Revenue Service.
Nellcor Incorporated
July 18, 1995
Page Two
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 references to our
firm name wherever appearing in the Registration Statement with respect to the
discussion of the Federal income tax consequences of the Merger, including the
Prospectus constituting a part thereof, and any amendment thereto.
Very truly yours,
/s/ MORRISON & FOERSTER
--------------------------------------
Morrison & Foerster