Exhibit 8.1
[Cleary, Gottlieb, Steen & Hamilton letterhead]
Direct Dial: (212) 225-2720
May 2, 2002
Synopsys, Inc.
700 East Middlefield Road
Mountain View, CA 94043
Ladies and Gentlemen:
We have acted as counsel to Synopsys, Inc., a Delaware
corporation ("Parent"), in connection with the transactions contemplated by the
Agreement and Plan of Merger dated as of December 3, 2001 (the "Agreement") by
and among Parent, Maple Forest Acquisition L.L.C., a Delaware limited liability
company and a direct wholly-owned subsidiary of Parent ("Merger Sub"), and
Avant! Corporation, a Delaware corporation (the "Company"). At your request, in
connection with the filing of the Registration Statement on Form S-4, as amended
through the date hereof, with the Securities and Exchange Commission in
connection with the Merger (the "Registration Statement"), we are rendering our
opinion with regard to certain United States federal income tax consequences of
the Merger. All capitalized items used but not defined herein shall have the
same meanings as in the Agreement.
In arriving at the opinions expressed below, we have examined
and relied upon the accuracy and completeness of the facts, information,
covenants and representations contained in originals, or copies certified or
otherwise identified to our satisfaction, of: the Agreement, the Registration
Statement and the Proxy Statement/Prospectus included therein filed with the
Securities and Exchange Commission by Parent and the Company respectively on the
date hereof in connection with the Merger (together, the "Proxy Statement"),
certificates and representations of officers and representatives of Parent,
Merger Sub and the Company.
Without limiting the generality of the foregoing, in arriving
at the opinions expressed below, we have also examined and relied on, without
independent verification of the statements contained therein, letters from each
of Parent, Merger Sub and the Company
Synopsys, p.2
regarding certain tax matters, and we have assumed the accuracy of the
representations and statements made in each of the foregoing. We have also
assumed that such representations and statements will be true and accurate as of
the Effective Time of the Merger.
In arriving at the opinions expressed below, we have assumed,
without making any independent investigation, that all such documents as
furnished to us are complete and authentic, that the signatures on all documents
are genuine, and that all such documents have been, or in the case of drafts,
will be, duly authorized, executed and delivered. We have further assumed that
the transactions will be consummated in accordance with these documents and that
the parties will act in accordance with these documents.
The opinions expressed below are based on the Internal Revenue
Code of 1986, as amended (the "Code"), and applicable regulations, rulings and
decisions, in each case as in effect on the date hereof, and may be affected by
amendments to the Code or to the regulations thereunder or by subsequent
judicial or administrative interpretations thereof.
We express no opinion herein other than as to the federal
income tax laws of the United States. We express no opinion regarding the U.S.
federal income tax consequences of the Merger to any stockholder of the Company
who is a nonresident alien individual or foreign corporation.
Based on and subject to the foregoing, it is our opinion that, for U.S.
federal income tax purposes the Merger will be treated for U.S. federal income
tax purposes as a reorganization within the meaning of Section 368(a) of the
Code and each of Parent and the Company will be a party to a reorganization
within the meaning of Section 368(b) of the Code. Based on this conclusion, the
following additional material U.S. federal income tax consequences will result
from the Merger:
o A stockholder of the Company will not recognize any income, gain or loss as
a result of the receipt of Parent common shares in exchange for the Company
common shares pursuant to the Merger, except with respect to cash received
in lieu of a fractional Parent common share;
o The aggregate tax basis to a Company stockholder of the Parent common
shares received in exchange for the Company common shares pursuant to the
Merger will equal such Company stockholder's aggregate tax basis in the
Company common shares surrendered in exchange therefor, reduced by the tax
basis allocable to any fractional share interest in Parent common shares
for which cash is received;
o The holding period of a Company stockholder for the Parent common shares
received pursuant to the Merger will include the holding period of the
Company common shares surrendered in exchange therefor;
o A stockholder of the Company who receives cash in lieu of a fractional
Parent common share pursuant to the Merger will be treated as having
received such cash in exchange for such fractional share and generally will
recognize capital gain or loss on such deemed exchange in an amount equal
to the difference between the amount of cash received and the basis of the
Company common shares allocable to such fractional share; and
Synopsys, p.3
o No income, gain or loss will be recognized by Parent, Merger Sub or the
Company as a result of the Merger.
We hereby consent to the use of our name and the making of
statements with respect to us in the Proxy Statement under the heading "Material
U.S. Federal Income Tax Consequences of the Merger." In giving this consent, we
do not hereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the rules
and regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
CLEARY, GOTTLIEB, STEEN & HAMILTON
By: /s/ Sheldon H. Alster
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Sheldon H. Alster, a Partner