EXHIBIT 8.1
[JONES DAY LETTERHEAD]
, 1998
HBO & Company
301 Perimeter Center North
Atlanta, Georgia 30346
RE: MERGER OF MCKESSON MERGER SUB, INC. ("MERGER SUB"), A NEW DIRECT
WHOLLY-OWNED SUBSIDIARY OF MCKESSON CORPORATION ("MCKESSON"), INTO HBO
& COMPANY ("HBOC")
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Ladies and Gentlemen:
This opinion is being delivered in connection with the Agreement and Plan of
Merger, dated as of October 17, 1998, as amended November 9, 1998 ("Merger
Agreement"), by and among HBOC, McKesson and Merger Sub. Pursuant to the Merger
Agreement, Merger Sub will merge with and into HBOC (the "Merger"), and HBOC
will be the survivor. Except with respect to payments of cash to HBOC
stockholders in lieu of fractional shares of McKesson stock, one hundred
percent (100%) of HBOC stock outstanding immediately prior to the Merger will
be exchanged solely for McKesson voting stock.
This opinion is issued with respect to certain Federal income tax
consequences of the Merger. Reference to such opinion is made in the Joint
Proxy Statement/Prospectus of McKesson and HBOC, dated , 1998. All
capitalized terms not otherwise defined herein have the meaning assigned to
them in the Merger Agreement. 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 HBOC in connection with the transaction
described above. As such, and for the purpose of rendering this opinion, we
have examined (or will examine) and are relying (or will rely) 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 exhibits and schedules
attached thereto):
1. The Merger Agreement;
2. The Joint Proxy Statement/Prospectus of McKesson and HBOC, dated
, 1998;
3. The representation letter from McKesson and Merger Sub to us;
4. The representation letter from HBOC to us; and
5. Such other documents, records and matters of law as in our judgement
were necessary or appropriate.
HBO & Company
November , 1998
Page 2
In connection with rendering this opinion, we have assumed (without any
independent investigation or review thereof) that original documents (including
signatures) are authentic, that documents submitted to us as copies conform to
the original documents, and that there has been (or will be) due execution and
delivery of all documents where due execution and delivery are prerequisites to
the effectiveness thereof. We have assumed that all the transactions will be
consummated pursuant to applicable state law in accordance with the Merger
Agreement and as described in the Joint Proxy Statement/Prospectus.
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, for Federal income tax purposes, the Merger will
qualify as a reorganization pursuant to Section 368(a) of the Code.
In addition to the assumptions set forth above, this opinion is subject to
the exceptions, limitations and qualifications set forth below.
1. This opinion represents and is based upon our best judgement 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 we cannot provide assurance that the Internal Revenue
Service will not assert a contrary position. Furthermore, we cannot provide
assurance that future legislative, judicial or administrative changes would
not, on either a prospective or retroactive basis, adversely affect the
accuracy of the conclusions stated herein. Moreover, we undertake no
responsibility to advise you of any new developments in the application or
interpretation of the Federal income tax laws as they might relate to this
opinion.
2. This opinion addresses only whether the Merger will qualify as a
reorganization under Section 368(a) of the Code above. The opinion does not
address any other Federal, state, local or foreign tax consequences that
may result from any other transaction.
3. No opinion is expressed as to any transaction other than the Merger as
described in the Joint Proxy Statement/Prospectus. We have assumed that all
the transactions described in the Merger Agreement have been or will be
consummated in accordance with the terms of the Merger Agreement and
without waiver or breach of any material provision thereof and that all of
the representations, warranties, statements and assumptions upon which we
have relied remain true and accurate at all relevant times. In the event
that any of the representations, warranties, statements or assumptions upon
which we have relied is not correct and complete in all material respects,
this opinion would be adversely affected and should not be relied upon.
4. This opinion has been delivered to you for the purpose of satisfying
the conditions set forth in Section 6.1(g) of the Merger Agreement and is
intended solely for the benefit of HBOC and its stockholders. It may not be
relied upon for any other purpose or by any other person or
HBO & Company
November , 1998
Page 3
entity, and may not be made available to any other person or entity,
without our prior written consent.
5. We hereby consent to the filing of this opinion as Exhibit 8.1 to the
Registration Statement on Form S-4 (File No. 333- ) filed with the
Securities and Exchange Commission by McKesson and the references to this
firm under the headings "Certain United States Federal Income Tax
Consequences Of The Merger" and "Legal Matters" in such Registration
Statement.
Very truly yours,