Exhibit 8.1
August 25, 1998
VIA HAND DELIVERY
RENDITION, INC.
999 E. Arques Avenue
Sunnyvale, CA 94086
Attention: CEO
RE: EXHIBIT TAX OPINION TO THE S-4 REGISTRATION STATEMENT FILED IN
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CONNECTION WITH THE MERGER TRANSACTION INVOLVING RENDITION, INC. AND MICRON
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TECHNOLOGY, INC.
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Ladies and Gentlemen:
We have been requested to render this opinion concerning certain matters of
United States federal income tax law in connection with the proposed merger (the
"MERGER") involving Rendition, Inc. a corporation organized and existing under
the laws of the State of California ("RENDITION") and Micron Technology, Inc. a
corporation organized and existing under the laws of the state of Delaware
("MICRON"). The Merger is further described in and is in accordance with the
Securities and Exchange Commission Form S-4 Registration Statement filed on July
29, 1998, and related Exhibits thereto, as thereafter amended pursuant to
Amendment No. 1 to be filed on or about August 27, 1998 (the "S-4 REGISTRATION
STATEMENT"). Our opinion has been requested solely in connection with the filing
of the S-4 Registration Statement with the Securities and Exchange Commission
with respect to the Merger.
The Merger is structured as a statutory merger of RENDITION with and into
MICRON, with MICRON surviving the merger pursuant to the applicable corporate
laws of the State of Delaware and in accordance with the Agreement and Plan of
Reorganization between RENDITION and MICRON (the "AGREEMENT") and the related
Agreement of Merger, including exhibits and schedules attached thereto
(collectively the "MERGER AGREEMENTS"). Except as otherwise indicated,
capitalized terms used herein have the meanings ascribed to them in the Merger
Agreements. All section references, unless otherwise indicated, are to the
Internal Revenue Code of 1986, as amended (the "CODE").
We have acted as legal counsel to RENDITION in connection with the Merger.
As such, and for the purpose of rendering this opinion, we have examined and are
relying upon (without any independent investigation or review thereof) the truth
and accuracy at all relevant times of the statements, covenants, representations
and warranties contained in the following documents (including all schedules and
exhibits thereto), among others:
1. The Merger Agreements;
2. An Officers' Tax Certificate of MICRON dated August 25, 1998, signed by
an authorized officer of MICRON and delivered to us from MICRON and incorporated
herein by reference;
3. An Officer's Tax Certificate of RENDITION dated August 25, 1998, signed
by an authorized officer of RENDITION and delivered to us from RENDITION and
incorporated herein by reference.
In addition, we have reviewed such other instruments and documents related
to the formation, organization and operation of RENDITION and MICRON or the
consummation of the Merger and the transactions contemplated thereby as we have
deemed necessary or appropriate.
In connection with rendering this opinion, we have assumed or obtained
representations and are relying thereon (without any independent investigation
or review thereof) that:
a. Original documents (including signature) are authentic, documents
submitted to us as copies conform to the original documents, and there has been
(or will be by the Effective Time of the Merger) due execution and delivery of
all documents where due execution and delivery are prerequisites to the
effectiveness thereof;
b. Any representation or statement referred to above made "to the best of
knowledge" or otherwise similarly qualified is correct without such
qualification;
c. 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;
d. The Merger will be consummated pursuant to the Merger Agreements and
will be effective under applicable state law; and
e. The Merger will be reported by MICRON and RENDITION on their respective
United States federal income tax returns in a manner consistent with the opinion
set forth below.
f. All amounts reflected as indebtedness on MICRON's books will be treated
as debt for federal tax purposes.
g. All amounts reflected as indebtedness on RENDITION's books will be
treated as debt for federal tax purposes.
h. Neither the MICRON Common Stock issued in the Merger nor the RENDITION
Stock exchanged in the Merger will be treated as debt for federal tax purposes.
i. After the Merger, MICRON will comply with the record keeping and filing
requirements of Treasury Regulations section 1.368-3.
In addition to the above, our opinion is conditioned on the delivery of an
opinion of counsel, substantially identical to this opinion, to MICRON from
Holland & Hart and that such opinion will not be withdrawn prior to the
Effective Date.
Based on the foregoing documents, materials, assumptions and information,
and subject to the qualifications and assumptions set forth herein, our opinion
is that, if the Merger is consummated in accordance with the provisions of the
Merger Agreements (and without any waiver, breach or amendment of any of the
provisions thereof), the Merger of RENDITION with and into MICRON, with MICRON
surviving the Merger, will qualify as a reorganization within the meaning of
Section 368(a) of the Code, and that MICRON and RENDITION each will be a "party
to the reorganization" within the meaning of Section 368(b) of the Code.
Our opinions set forth above are based on the existing provisions of the
Code, Treasury Regulations (including Temporary Treasury Regulations)
promulgated under the Code, published Revenue Rulings, Revenue Procedures and
other announcements of the Internal Revenue Service (the "SERVICE") and existing
court decisions, any of which could be changed at any time. Any such changes
might be retroactive with respect to transactions entered into prior to the date
of such changes and could significantly modify the opinions set forth above.
Nevertheless, we undertake no responsibility to advise you of any subsequent
developments in the application, operation or interpretation of the United
States federal income tax laws.
Our opinion concerning certain of the United States federal tax
consequences of the Merger are limited to the specific United States federal tax
consequence presented above. No opinion is expressed as to any transaction
other than the Merger, including any transaction undertaken in connection with
the Merger. In addition, this opinion does not address any estate, gift, state,
local or foreign tax consequences that may result from the Merger. In
particular, we express no opinion regarding: (i) the amount, existence, or
availability after the Merger, of any of the United States federal income tax
attributes of MICRON or RENDITION; (ii) any transaction in which RENDITION Stock
is acquired or MICRON Common Stock is disposed other than pursuant to the
Merger; (iii) the potential application of the "disqualifying disposition" rules
of (S) 421 of the Code to dispositions of RENDITION Stock; (iv) the effects of
the Merger and MICRON'S assumption of outstanding options to acquire RENDITION
Stock on the holders of such options under any RENDITION employee stock option
or stock purchase plan, respectively; (v) the effects of the Merger on any
RENDITION Stock subject to the provision of (S) 83(a) of the Code; (vi) the
effects of the Merger on any payment which is or may be subject to the
provisions of (S) 280G of the Code; (vii) the application of the collapsible
corporation provisions of (S) 341 of the Code to RENDITION or MICRON as a result
of the Merger; (viii) the effects of the Merger on persons who exercise options
to purchase Rendition Common Stock; and (ix) the effects of the Merger on
persons who exercise warrants to purchase shares of Rendition Preferred Stock.
No ruling has been or will be requested from the Service concerning the
United States federal income tax consequences of the Merger. In reviewing this
opinion, you should be aware that the opinion set forth above represents our
conclusions regarding the application of existing United States federal income
tax law to the instant transaction. If the facts vary from those relied upon
(including if any representations, covenant, warranty or assumption upon which
we have relied is inaccurate, incomplete, breached or ineffective), our opinions
contained herein could be inapplicable. You should also be aware that an
opinion of counsel represents only counsel's best legal judgment, and has no
binding effect or official status of any kind, and that no assurance can be
given that contrary positions may not be taken by the Service or that a court
considering the issues would not hold otherwise.
This exhibit opinion is being delivered solely for the purpose of being
included as an exhibit to the S-4 Registration Statement; it may not be relied
upon or utilized for any other purpose (including, without limitation,
satisfying any conditions in the Agreement) 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 do, however, consent to the use of
this opinion as an exhibit to the S-4 Registration Statement and to the use of
our name in the S-4 Registration Statement wherever it appears.
Very truly yours,
/s/ Fenwick & West LLP
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FENWICK & WEST LLP
A Limited Liability Partnership Including
Professional Corporations