EXHIBIT 8.2
July 18, 1995
Puritan-Bennett Corporation
9401 Indian Creek Parkway
Building 40
P.O. Box 25905
Overland Park, KS 66225-5905
Ladies and Gentlemen:
We have acted as counsel to Puritan-Bennett Corporation, a Delaware
corporation ("P-B"), in connection with a proposed transaction (the "Merger") in
which P-B will become a wholly-owned subsidiary of Nellcor Incorporated
("Nellcor") pursuant to an Agreement and Plan of Merger dated as of May 21,
1995, as amended by Amendment No. 1 dated June 30, 1995 (the "Merger
Agreement"), under which Puma Merger Corporation ("Sub"), a wholly-owned
subsidiary of Nellcor, will be merged into P-B. The proposed transaction and the
Merger Agreement are more fully described in the Registration Statement on Form
S-4 (the "Registration Statement") to be filed by Nellcor with the Securities
and Exchange Commission and the joint proxy statement/prospectus (the "Proxy
Statement/Prospectus") included in such Registration Statement. Capitalized
terms not otherwise defined herein have the meanings ascribed to them in the
Proxy Statement/Prospectus.
Based upon our review of the Proxy Statement/Prospectus, the Merger
Agreement and such other documents as we have deemed necessary and upon certain
representations made to us by Nellcor and P-B, assuming the Merger and all other
events occur as contemplated in the Proxy Statement/ Prospectus and assuming
such representations remain true as of the Effective Time, it is our opinion
that under the Internal Revenue Code of 1986, as amended (the "Code"), the
legislative history with respect thereto, rules and regulations promulgated
thereunder, published rulings of the Internal Revenue Service and court
decisions, all as in effect and existing on the date hereof, and all of which
are subject to change at any time, possibly on a retroactive basis:
Puritan-Bennett Corporation
July 18, 1995
Page 2
(i) the Merger will constitute a reorganization within the meaning of
Section 368(a) of the Code, and Nellcor, Sub and P-B will each be a party to
that reorganization within the meaning of Section 368(b) of the Code;
(ii) no gain or loss will be recognized by Nellcor or P-B as a result of
the Merger;
(iii) no gain or loss will be recognized by the stockholders of P-B upon
the conversion of their P-B Common Stock into shares of Nellcor Common Stock
pursuant to the Merger except with respect to cash, if any, received in lieu
of fractional shares of Nellcor Common Stock;
(iv) a stockholder of P-B will recognize gain or loss equal to the
difference between the cash received in lieu of a fractional share interest
of Nellcor Common Stock and such stockholder's tax basis in the fractional
share for which cash is received;
(v) no gain or loss will be recognized by the existing stockholders of
Nellcor as a result of the Merger;
(vi) the aggregate tax basis of the shares of Nellcor Common Stock
received in exchange for shares of P-B Common Stock pursuant to the Merger
(including fractional shares for which cash is received) will be the same as
the aggregate tax basis for such shares of P-B Common Stock, decreased by
the amount of any tax basis allocable to the fractional share interests for
which cash is received; and
(vii) the holding period for shares of Nellcor Common Stock received in
exchange for shares of P-B Common Stock pursuant to the Merger will include
the period that such shares of P-B Common Stock were held by the holder,
provided such shares of P-B Common Stock were held as capital assets by the
holder at the Effective Time.
This opinion is limited to the matters stated herein and no opinion is
implied or may be inferred beyond the matters expressly stated herein.
Puritan-Bennett Corporation
July 18, 1995
Page 3
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to all references to our firm included in or made a
part of the Registration Statement. In giving this consent, we do not thereby
admit that we are 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.
Very truly yours,
/s/ BLACKWELL SANDERS MATHENY
WEARY & LOMBARDI L.C.
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Blackwell Sanders Matheny
Weary & Lombardi L.C.