EXHIBIT 8.2
[Fulbright & Jaworski L.L.P. Letterhead]
October 4, 2001
UroCor, Inc.
840 Research Parkway
Oklahoma City, Oklahoma 73104
Ladies and Gentlemen:
You have requested our opinion concerning certain United States federal
income tax consequences of the merger (the "Merger") of UroCor, Inc., a Delaware
corporation ("Company"), with and into Dianon Systems, Inc., a Delaware
corporation ("Acquirer"), pursuant to the Agreement and Plan of Merger, dated as
of June 28, 2001 (the "Original Merger Agreement"), by and among Acquirer,
UroCor Acquisition Corp., a Delaware corporation and a direct wholly-owned
subsidiary of Acquirer ("Merger Sub"), and Company, as amended by that certain
Amendment No. 1 to Agreement and Plan of Merger dated as of October 3, 2001 (the
"First Amendment"), by and among Acquirer, Merger Sub and Company (the Original
Merger Agreement as amended by the First Amendment is referred to herein as the
"Merger Agreement"). Unless otherwise indicated, each capitalized term used
herein has the meaning ascribed to it in the Merger Agreement.
In connection with this opinion, we have examined and relied upon (i)
the Merger Agreement, (ii) the Joint Proxy Statement/Prospectus of Acquirer and
Company (the "Proxy Statement/Prospectus") included as part of the Registration
Statement on Form S-4 filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), and the Securities Exchange Act of 1934, as amended, (iii) the
representation letters dated the date hereof and delivered by Acquirer and
Company to us pursuant to Section 5.14 of the Merger Agreement, and (iv) such
other documents as we have deemed necessary or appropriate in order to enable us
to render the opinion below (all documents described in this sentence are
collectively referred to as the "Documents").
For purposes of this opinion, we have assumed (i) that the Merger will
be consummated in the manner described in the Merger Agreement and the Proxy
Statement/Prospectus, (ii) that the Documents are complete and authentic and
have been duly authorized, executed and delivered, (iii) that all of the
information, facts, statements, representations and covenants contained in the
Documents (without regard to any qualification stated therein and without
undertaking to verify such information, facts, statements, representations and
covenants by independent investigation) are true and accurate at all relevant
times (including as of the effective time of the Merger), (iv) that the
respective parties to the Documents and all parties referred to therein will act
in all respects and at all relevant times in conformity with the requirements
and provisions of the Documents, and (v) that none of the terms and conditions
UroCor, Inc.
October 4, 2001
Page 2
contained in the Documents has been or will be waived or modified in any
respect. Any change in the accuracy or completeness of any of the information,
facts, statements, representations, covenants, Documents or assumptions on which
our opinion is based could affect our conclusions.
The opinion expressed herein is based on the applicable provisions of
the Internal Revenue Code of 1986, as amended (the "Code"), Treasury Department
regulations promulgated thereunder, pertinent judicial authorities, interpretive
rulings of the Internal Revenue Service and such other authorities as we have
considered relevant, any of which may be changed at any time (possibly with
retroactive effect). Any change in the authorities on which our opinion is based
could affect our conclusions. We express no opinion other than as to the United
States federal income tax matters set forth below. Our opinion does not address
any non-income tax or any foreign, state or local tax consequences of the
Merger.
Based upon and subject to the foregoing, it is our opinion that:
1. the Merger will be treated for United States federal income
tax purposes as a reorganization within the meaning of Section 368(a)
of the Code; and
2. Company and Acquirer will each be a party to that
reorganization within the meaning of Section 368(b) of the Code.
Our opinion is expressed as of the date hereof, and we are under no
obligation to supplement or revise our opinion to reflect any change (including
any change that has retroactive effect) (i) in applicable law, or (ii) that
causes any information, fact, statement, representation, covenant, Document or
assumption on which our opinion is based to become untrue or incorrect.
This letter is furnished to you solely for use in connection with the
Merger, as described in the Merger Agreement and the Proxy Statement/Prospectus,
and is not to be used, circulated, quoted, or otherwise referred to for any
other purpose without our express written consent. In accordance with the
requirements of Item 601(b)(23) of Regulation S-K under the Securities Act, we
hereby consent to the discussion of this opinion in the Proxy
Statement/Prospectus, to the filing of this opinion as an exhibit to the Proxy
Statement/Prospectus, and to the reference to our firm under the headings "The
Merger--Material Federal Income Tax Consequences of the Merger" and "Certain
Legal Information--Legal Matters" in the Proxy Statement/Prospectus. In giving
such consent, we do not thereby admit that we are in 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/ Fulbright & Jaworski L.L.P.
FULBRIGHT & JAWORSKI L.L.P.