EXHIBIT 8.2
January 21, 1997
Knogo North America Inc.
350 Wireless Boulevard
Hauppauge, New York 11788-3907
Re: Sentry Technology Corporation
Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as counsel for Knogo North America Inc., a Delaware corporation
(the "Corporation"), in connection with the preparation and filing of the
Registration Statement of Sentry Technology Corporation, a Delaware corporation
("Sentry"), on Form S-4 (the "Registration Statement") under the Securities Act
of 1933, as amended (the "Securities Act"), covering shares of Sentry's Common
Stock, par value $0.001 per share, and of its Class A Preferred Stock, par value
$0.001 per share. Any capitalized terms not defined herein will have the meaning
ascribed to them in the Registration Statement.
We have reviewed the following documents: (i) the Registration Statement; (ii)
the Amended and Restated Agreement and Plan of Reorganization and Merger among
the Corporation, Sentry , Video Sentry Corporation, a Minnesota corporation,
Viking Merger Corp., a Minnesota corporation and Strip Merger Corp., a Delaware
corporation, dated as of November 27, 1996 (the "Merger Agreement"); (iii)
Amendment No. 1 to the Merger Agreement among the parties thereto, dated as of
January 10, 1997; and (iv) such other documents as we have deemed necessary or
relevant for the purposed of this opinion. As to the various questions of fact
material to this opinion, we have relied upon statements of officers and
representatives of the Corporation and others. We have also examined such
matters of law as we have deemed necessary or appropriate for the purposes of
this opinion. We note that our opinion is based on our examination of such law,
our review of the documents described above, statements and assumptions referred
to above and in the Joint Proxy Statement/Prospectus included as part of the
Registration Statement (the "Prospectus"), the provisions of the Internal
Revenue Code of
Knogo North America Inc.
January 21, 1997
Page 2
1986, as amended (the "Code"), the regulations and published rulings thereunder,
and the judicial interpretation thereof currently in effect. Any change in
applicable law or any of the facts and circumstances described in the Prospectus
or inaccuracy of any statements or assumptions, on which we have relied, may
affect the continuing validity of our opinion.
For the purposes of this opinion, we have assumed (i) the Mergers will be
consummated in the manner contemplated in the Prospectus and in accordance with
the provisions of the Merger Agreement, (ii) the statements concerning the
Mergers set forth in the Prospectus are accurate and complete, (iii) we will
delivers an opinion (the "Opinion") to you on the Closing Date, based upon
reasonably requested representation letters, to the effect that the Knogo Merger
will be treated for Federal income tax purposed as a transfer of property to
Sentry by holders of Knogo Common Stock governed by Section 351 of the Code and
(iv) the Knogo Merger will be treated for Federal income tax purposes in
accordance with the Opinion.
Attorneys involved in the preparation of this opinion are admitted to practice
law in the State of New York and we do not purport to be experts on, or to
express any opinion herein concerning, any law other than the laws of the State
of New York, the Federal laws of the United States of America and the General
Corporation Law of the State of Delaware.
Subject to the caveats and conditions set forth above, it is our opinion that
the discussion of the Federal income tax consequences to certain holders of
Knogo Common Stock set forth in the Prospectus under the caption "THE MERGER -
Certain Federal Income Tax Consequences - Treatment of Holders of Knogo Common
Stock - Exchange of Knogo Common stock for Sentry Common Stock and Sentry Class
A Preferred Stock" and "-Cash in Lieu of Fractional Shares" accurately describes
the Federal income tax consequences described therein. We note that such
discussion does not include a complete analysis of all tax consequences of the
Knogo Merger and in particular does not address tax consequences that may vary
with, or are contingent on, individual circumstances. No rulings will be
obtained from the Internal Revenue Service with respect to the Federal income
tax consequences of the Knogo Merger. Thus, there can be no assurances that the
Internal Revenue Service would not take a position in conflict with our opinion
herein and that such position might not ultimately be sustained by the courts.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to this firm under the caption
"Certain Federal Income Tax Consequences" in the Prospectus which forms a part
of the Registration Statement. In giving such consent, we do not admit hereby
that we come within the category of persons whose consent is required under
Section 7 of the Securities Act or the Rules and Regulations of the Commission
thereunder.
Very truly yours,
/s/ STROOCK & STROOCK & LAVAN