Exhibit 8.2
January 23, 1998
Individual Inc.
8 New England Executive Park West
Burlington, MA 01803
Re: Merger Pursuant to the Agreement and Plan of Merger and
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Reorganization, dated as of November 2, 1997, between Desktop Data,
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Inc. and Individual, Inc.
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Ladies and Gentlemen:
We have acted as counsel for Individual Inc., a Delaware corporation
("Individual") in connection with the preparation and execution of the Agreement
and Plan of Merger and Reorganization, dated as of November 2, 1997 (the
"Reorganization Agreement"), among Individual and Desktop Data, Inc., a Delaware
corporation ("Desktop"). Pursuant to the Reorganization Agreement, Individual
will merge with and into Desktop (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 Schedules and 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 Desktop and
Individual, (collectively, the "Officer's Certificates"), Participation
Agreements (the "Participation Agreements") among Individual and various of its
shareholders, Affiliate Agreements (the "Affiliate Agreements") among Desktop
and various shareholders of Individual, and Shareholder Certificates (the
"Shareholder Certificates") by various shareholders of Individual.
In connection with rendering this opinion, we have assumed or have obtained
representations (without any independent investigation) that, as of the date
hereof and as of the Effective Time:
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
Individual, Inc.
January 23, 1998
Page 2
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
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 respects and no actions have been (or will be) taken which are inconsistent
with such representations;
4. The Merger will be reported by Desktop, Individual and its
shareholders on their respective federal income tax returns in a manner
consistent with the opinion set forth below;
5. The shareholders of Individual do not, and will not on or before the
Effective Time, have a plan or intention to dispose of an amount of Desktop
Common Stock to be received in the Merger (or to dispose of Individual Common
Stock in anticipation of the Merger) such that the shareholders of Individual
will not receive and retain a meaningful continuing equity ownership in Desktop
that is sufficient to satisfy the continuity of interest requirement set forth
in Treas. Reg. (S)1.368-1(b) and as interpreted in certain Internal Revenue
Service rulings and federal judicial decisions;
6. The Merger will be consummated in accordance with the Reorganization
Agreement and will be effective under the laws of Delaware.
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 (without any waiver, breach or amendment of the
provisions thereof), the statements set forth in the Officer's Certificates and
the Shareholder Certificates and the representations made in the Participation
Agreements and the Affiliate Agreements are true and correct as of the date
hereof and as of the Effective Time, for federal income tax purposes:
(a) The Merger qualifies as a "reorganization" within the meaning of
Section 368(a) of the Code, and Desktop and Individual are each a "party to the
reorganization" within the meaning of Section 368(b) of the Code;
Individual, Inc.
January 23, 1998
Page 3
(b) No gain or loss is recognized by holders of Individual Common Stock
solely upon their receipt of Desktop Common Stock in the Merger in exchange
therefor (except to the extent of cash received in lieu of fractional shares
thereof);
(c) The aggregate tax basis of the Desktop Common Stock received in the
Merger by an Individual stockholder is the same as the aggregate tax basis of
the Individual Common Stock surrendered in exchange therefor, reduced by the
basis allocable to any fractional shares;
(d) The holding period of the Desktop Common Stock received in the Merger
by an Individual stockholder includes the period during which the stockholder
held the Individual Common Stock surrendered in exchange therefor, provided that
the Individual Common Stock is held as a capital asset at the time of the
Merger;
(e) Neither Desktop nor Individual recognizes material amounts of gain or
loss solely as a result of the Merger; and
(f) Cash payments received by holders of Individual Common Stock in lieu of
fractional shares are treated as if such fractional shares of Desktop Common
Stock had been issued in the Merger and then redeemed by Desktop. Individual
stockholders receiving such cash generally recognize gain or loss, upon such
payments, measured by the difference (if any) between the amount of cash
received and the basis in such fractional shares.
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, on either a prospective or
retroactive basis, will not adversely affect the accuracy of the conclusions
stated herein. However, we undertake no responsibility to advise you of any
developments in the application or interpretation of the federal income tax laws
unless we are specifically requested to do so.
This opinion addresses only the matters set forth above, 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).
Individual, Inc.
January 23, 1998
Page 4
We hereby consent to the filing of this opinion as Exhibit 8.2 to the
Registration Statement and to the reference to our firm in the Registration
Statement under the caption "Certain Federal Income Tax Considerations."
Very truly yours,
/s/ Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.
MINTZ, LEVIN, COHN, FERRIS, GLOVSKY
and POPEO, P.C.