EXHIBIT 8.1
Brobeck, Phleger & Harrison LLP
One Market, Spear Street Tower
San Francisco, California 94105
Telephone: 415.442.0900
Facsimile: 415.442.1010
www.brobeck.com
, 2002
Synopsys, Inc.
700 East Middlefield Road
Mountain View, CA 94043
Ladies and Gentlemen:
This opinion is being delivered to you in connection with (i) the Agreement
and Plan of Merger and Reorganization (the "Agreement") dated as of July 2,
2001, between Synopsys, Inc., a Delaware corporation ("Parent"), Oak Merger
Corporation, a Delaware corporation and a wholly owned subsidiary of Parent
("Merger Sub"), and IKOS Systems, Inc., a Delaware corporation ("Target"), and
(ii) the preparation and filing with the Securities and Exchange Commission of
a Form S-4 Registration Statement relating to the Merger (the "Registration
Statement"). Pursuant to the Agreement, Merger Sub will merge with and into
Target (the "Merger"), and Target will become a wholly owned subsidiary of
Parent.
Except as otherwise provided, capitalized terms referred to herein have the
meanings set forth in the 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 Parent 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):
1. The Agreement;
2. The Registration Statement;
3. Representation letters provided by Parent and Target in connection with
this opinion; and
4. Such other instruments and documents related to Parent, Target, Merger
Sub and the Merger 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 submitted to us (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 the effectiveness thereof;
B. The Merger will be consummated in accordance with the Agreement without
any waiver or breach of any material provision thereof, and the Merger
will be effective under applicable state law;
C. Parent and Target will report the Merger on their respective federal
income tax returns in a manner consistent with the opinion set forth
below;
D. All covenants contained in the Agreement (including exhibits thereto)
are performed without waiver or breach of any material provision
thereof;
E. All statements made "to the knowledge of" or otherwise similarly
qualified are correct without such qualification. As to all matters with
respect to which a person or entity making a representation has
represented that such person or entity either is not a party to, does
not have, or is not aware of any plan, intention, understanding or
agreement to take an action, there is in fact no plan, intent,
understanding or agreement and such action will not be taken; and
F. 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.
Based on our examination of the foregoing items and subject to the
assumptions, exceptions, limitations and qualifications set forth herein and in
the Registration Statement under the heading "The Merger and Related
Transactions--Material United States Federal Income Tax Consequences," we are
of the opinion that:
(i) For federal income tax purposes, the Merger will constitute a
"reorganization" as defined in Section 368(a) of the Code.
(ii) No gain or loss will be recognized by holders of Target common stock
solely upon their receipt of Parent common stock in exchange for
Target common stock in the Merger (except to the extent of cash
received in lieu of a fractional share of Parent common stock);
(iii) The aggregate tax basis of Parent common stock received by Target
stockholders in the merger (including any tax basis attributable to
fractional shares deemed to be disposed of) will be the same as the
aggregate tax basis of Target common stock surrendered in exchange
therefor;
(iv) The holding period of Parent common stock received by each Target
stockholder in the merger will include the period for which the
Target common stock surrendered in exchange therefor was considered
to be held, provided that the Target common stock so surrendered is
held as a capital asset at the time of the merger; and
(v) Cash payments received by a holder of Target common stock in lieu of
a fractional share will be treated as if the fractional share of
Parent common stock had been issued in the merger and then redeemed
by Parent. A Target stockholder receiving cash payments will
recognize gain or loss, upon payment, measured by the difference, if
any, between the amount of cash received and that stockholder's basis
in the fractional share.
The statements regarding United States federal income tax consequences set
forth in the Registration Statement under the heading "The Merger and Related
Transactions--Material United States Federal Income Tax Consequences," insofar
as they constitute statements of law or legal conclusions, constitute our
opinion as to such tax consequences. We express no opinion as to any federal,
state or local, foreign or other tax consequences, other than as set forth
herein or in the Registration Statement under the heading "The Merger and
Related Transactions--Material United States Federal Income Tax Consequences."
In addition to the assumptions and representations described above, this
opinion is subject to the exceptions, limitations and qualifications set forth
below.
(1) 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. Nevertheless, we undertake
no responsibility to advise you of any new developments in the
application or interpretation of the federal income tax laws.
(2) No opinion is expressed as to any transaction other than the Merger
(whether or not undertaken in connection with the Merger) or as to any
transaction whatsoever, including the Merger, if all the transactions
described in the Agreement are not consummated in accordance with the
terms of such Agreement and without waiver or breach of any material
provision thereof or if all of the statements, representations,
warranties 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.
This opinion is rendered to you solely in connection with the filing of the
Registration Statement. We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement. We also consent to the references to our
firm name wherever appearing in the Registration Statement with respect to the
discussion of the federal income tax consequences of the Merger, including any
amendments to the Registration Statement. This opinion may not be relied upon
for any other purpose, and may not be made available to any other person,
without our prior written consent.
Very truly yours,
BROBECK, PHLEGER & HARRISON LLP