EXHIBIT 8.1
FORM OF TAX OPINION OF COUNSEL TO PARENT
August __, 1996
C-Cube Microsystems Inc.
1778 McCarthy Blvd.
Milpitas, California 95035
Ladies and Gentlemen:
We have acted as counsel for C-Cube Microsystems Inc., a Delaware
corporation ("C-Cube") in connection with the preparation and execution of
the Agreement and Plan of Reorganization dated as of May __, 1996, as amended
on July 25, 1996, and July 26, 1996 (the "Reorganization Agreement") by and
among C-Cube, C-Cube Acquisition Corp., a wholly-owned subsidiary of C-Cube
incorporated in Delaware ("Merger Sub"), and DiviCom Inc., a Delaware
corporation ("DiviCom"). Pursuant to the Reorganization Agreement, DiviCom
will merge with and into Merger Sub (the "Merger"). Unless otherwise
defined, capitalized terms referred to herein 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").
You have requested our opinion regarding certain United States federal
income tax consequences of the Merger. In delivering this opinion, we have
reviewed and relied upon the facts, statements, descriptions and
representations set forth in the Reorganization Agreement (including
Exhibits) and such other documents pertaining to the Merger as we have deemed
necessary or appropriate. We have also relied upon certificates of officers
of C-Cube and DiviCom included as exhibits to the Reorganization Agreement
(the "Officers' Certificates") and representations made by certain
shareholders of DiviCom in "Affiliate Agreements."
In connection with rendering this opinion, we have also assumed (without
any independent investigation) that:
1. Original documents (including signatures) are authentic, documents
submitted to us as copies conform to the original documents, and there has
been (or will be by the Effective Time) due execution and delivery of all
documents where due execution and delivery are prerequisites to effectiveness
thereof;
2. Any statement made in any of the documents referred to herein,"to
the best of the knowledge" of any person or party is correct without such
qualification;
3. All statements, descriptions and representations contained in any
of the documents referred to herein or otherwise made to us are true and
correct in all material respects and no actions have been (or will be) taken
which are inconsistent with such representations;
4. The Merger will be reported by C-Cube and DiviCom on their
respective federal income tax returns in a manner consistent with the opinion
set forth below;
C-Cube Microsystems Inc.
August __, 1996
Page 2
5. The Merger will be consummated pursuant to the Reorganization
Agreement and will be effective under the law of the State of Delaware;
6. At the Effective Time of the Merger, the aggregate fair market
value of the C-Cube Common Stock to be received in the Merger will be no less
than forty-five percent (45%) of the aggregate fair market value of all of
the capital stock of DiviCom outstanding immediately prior to the Merger.
7. There is no plan or intention on the part of the stockholders of
DiviCom to sell, exchange, or otherwise dispose of a number of shares of
C-Cube Common Stock to be received in the Merger that would reduce the
DiviCom stockholders' ownership of C-Cube Common Stock to a number of shares
having an aggregate fair market value, as of the Effective Time, of less than
forty-five percent (45%) of the aggregate fair market value of all of the
capital stock of DiviCom outstanding immediately prior to the consummation of
the Merger. Shares of the DiviCom capital stock (a) with respect to which
dissenters' rights are exercised in the Merger, (b) which are exchanged for
cash in lieu of fractional shares of C-Cube Common Stock or (c) which are
sold, redeemed or disposed of in a transaction that is in contemplation of or
related to the Merger, shall be considered shares of capital stock of DiviCom
which are exchanged in the Merger for shares of C-Cube Common Stock which are
then disposed of pursuant to a plan; and
8. DiviCom will have received an opinion of Fenwick & West
substantially identical in form and substance to this opinion.
Based on our examination of the foregoing items and subject to the
assumptions, exceptions, limitations and qualifications 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) and the statements set forth in the Officers'
Certificates and the Affiliate Agreements are true and correct as of the
Effective Time, then for federal income tax purposes:
(a) The Merger will constitute a reorganization within the meaning
of Section 368(a) of the Code.
(b) The discussion entitled "Certain Federal Income Tax
Considerations" in the Prospectus constituting a part of the Registration
Statement, insofar as it related to statements of law or legal conclusions,
states the opinion of this firm.
This opinion represents and is based upon our best judgment regarding
the application of federal income tax laws arising under the Code, existing
judicial decisions, administrative regulations and published rulings and
procedures. Our opinion is not binding upon the Internal Revenue Service or
the courts, and there is no assurance that the Internal Revenue Service will
not successfully assert a contrary position. Furthermore, no assurance can
be given that future legislative, judicial or administrative changes,
C-Cube Microsystems Inc.
August __, 1996
Page 3
on either a prospective or retroactive basis, would not adversely affect the
accuracy of the conclusions stated herein. Nevertheless, we undertake no
responsibility to advise you of any new developments in the application or
interpretation of the federal income tax laws occurring subsequent to the
date of this opinion.
This opinion addresses only the classification of the Merger as a
reorganization under Section 368(a) of the Code, and does not address any
other federal, state, local or foreign tax consequences that may result from
the Merger or any other transaction (including any transaction undertaken in
connection with the Merger).
No opinion is expressed as to any transaction other than the Merger as
described in the Reorganization Agreement or to any transaction whatsoever,
including the Merger, if all the transactions described in the Reorganization
Agreement are not consummated in accordance with the terms of such
Reorganization Agreement and without waiver or breach of any material
provision thereof or if all of the representations, warranties, statements
and assumptions upon which we relied are not true and accurate at all
relevant times. In the event any one of the statements, representations,
warranties or assumptions upon which we have relied to issue this opinion is
incorrect, our opinion might be adversely affected and may not be relied upon.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement filed on Form S-4 with the Securities and Exchange
Commission and we further consent to all references to us in the Registration
Statement.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation