Exhibit 8.2
[Letterhead of Gray, Plant, Mooty
Mooty & Bennett, P.A.]
January 26, 2005
Chronimed Inc.
10900 Red Circle Drive
Suite 300
Minnetonka, MN 55343-9176
Re: Certain U.S. Federal Income Tax Consequences of Merger of
Chronimed Acquisition Corp. with and into Chronimed Inc.
Ladies and Gentlemen:
We have acted as counsel to you, Chronimed Inc. (the "Company"), in
connection with the transaction (the "Merger") whereby Chronimed Acquisition
Corp. ("Merger Sub"), a direct, wholly-owned subsidiary of MIM Corporation
("Parent"), will merge with and into the Company, pursuant to that certain
Agreement and Plan of Merger dated as of August 9, 2004, by and among the
Company, Parent, and Corvette Acquisition Corp., as amended by Amendment No. 1
to the Agreement and Plan of Merger dated as of January 3, 2005, by and among
the Company, Parent, and Merger Sub (with such agreement and amendment
collectively referred to as the "Agreement"). The Merger is described in the
Registration Statement (the "Registration Statement") of the Company on Form S-4
filed with the Securities and Exchange Commission ("Commission") under the
Securities Act of 1933, as amended ("Securities Act").
In rendering our opinion, we have examined and relied upon the accuracy
and completeness of the facts, information, covenants, schedules,
representations, and warranties contained in originals or copies, certified or
otherwise identified to our satisfaction, of the Agreement, the representation
letters of the Company and Parent delivered to us for purposes of this opinion
(the "Representation Letters"), and such other documents as we have deemed
necessary or appropriate as a basis for the opinion set forth below.
In our examination of documents in connection with this opinion, we have
assumed, with your permission, the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to us
as originals, and the conformity to original documents of all documents
submitted to us as copies and the authenticity of the originals of such
documents. We have not, however, undertaken any independent investigation of any
factual matter set forth in any of the foregoing.
Chronimed Inc.
Page 2
January 26, 2005
In rendering our opinion, we have also assumed, with your permission, that
(i) the Merger will be consummated in accordance with the Agreement and will be
effective under applicable state laws, and that none of the material terms or
conditions contained therein has been, or will be, waived or modified in any
respect, (ii) the facts relating to the Merger as described in the Registration
Statement (including the joint proxy statement/prospectus) and the documents
described therein are true, correct and complete in all material respects, (iii)
the statements concerning the Merger set forth in the Agreement are accurate and
complete and will remain accurate and complete at all times up to and including
the time at which the Merger becomes effective (the "Effective Time"), (iv) the
representations made by the Company and the Parent in the Agreement and the
Representation Letters are and will remain accurate and complete at all times up
to and including the Effective Time, (v) any representation or statement made in
the Agreement or Representation Letters "to the best of knowledge" or similarly
qualified is correct without such qualification, and (vi) the parties to the
Agreement have complied with and, if applicable, will continue to comply with,
the covenants contained in the Agreement. Our opinion is expressly conditioned
upon the accuracy, completeness, and truth of the facts and assumptions set
forth herein, both initially and continuing as of the Effective Date, and,
accordingly, cannot be relied upon if any such fact or assumption is, or later
becomes, inaccurate.
Based upon and subject to the foregoing, it is our opinion that the Merger
will qualify as a reorganization within the meaning of Section 368(a) of the
Internal Revenue Code of 1986, as amended (the "Code").
Our opinion is based upon the Code as of the date hereof, and currently
applicable Treasury Regulations promulgated under the Code (including proposed
Treasury Regulations), published administrative positions of the Internal
Revenue Service in revenue rulings and revenue procedures, and judicial
decisions. Such legal authorities are all subject to change, either
prospectively or retroactively. No assurance can be provided as to the effect of
any such change upon our opinion. Nevertheless, we undertake no responsibility
to advise you of any new developments in the application or interpretation of
the United States federal income tax laws.
The opinion set forth herein has no binding effect on the Internal Revenue
Service or the courts. No assurance can be given that, if contested, a court
would agree with the opinion set forth herein. Our opinion is limited to the tax
matters specifically covered thereby, and we have not been asked to address, nor
have we addressed, any other tax consequences of the Merger.
Chronimed Inc.
Page 3
January 26, 2005
This opinion letter is being delivered solely for your benefit in
connection with the filing of the Registration Statement and to satisfy the
condition under Section 8.1(e) of the Agreement. Except as explicitly provided
herein, this opinion may not be relied upon for any other purpose or by any
other person without our prior written consent.
We hereby consent to the filing of a copy of this opinion with the
Registration Statement and to the reference to our firm contained in the
Registration Statement. In giving this consent, we do not admit 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/ GRAY, PLANT, MOOTY,
MOOTY & BENNETT, P.A.