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Exhibit 8.1
LATHAM & WATKINS
Attorneys at Law
633 West Fifth Street, Suite 4000
Los Angeles, California 90071-2007
Telephone (213) 485-1234
Fax (213) 891-8763
April 16, 1998
Beckman Coulter, Inc.
2500 Harbor Boulevard
Fullerton, CA 92834
Re: Registration Statement on Form S-4
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Ladies and Gentlemen:
In connection with the registration by Beckman Coulter, Inc., a
Delaware corporation (the "Company"), of $160,000,000 aggregate principal amount
of its 7.10% Senior Notes due 2003 (the "2003 Notes") and $240,000,000 aggregate
principal amount of its 7.45% Senior Notes due 2008 (the "2008 Notes" and,
together with the 2003 Notes, the "Notes") under the Securities Act of 1933, as
amended (the "Act"), on Form S-4 filed with the Securities and Exchange
Commission (the "Commission") on April 17, 1998 (File No. 333-_____) (the
"Registration Statement"), you have requested our opinion with respect to the
matters set forth below. The Notes will be issued pursuant to an indenture (the
"Indenture"), dated as of March 4, 1998, between the Company, The First National
Bank of Chicago, as trustee, Beckman Instruments (Naguabo) Inc., Hybritech
Incorporated, SmithKline Diagnostics, Inc., Coulter Corporation and Coulter
Leasing Corporation.
In our capacity as your special counsel, we have made such legal
and factual examinations and inquiries as we have deemed necessary or
appropriate for purposes of this opinion. In our examination, we have assumed
the genuineness of all signatures, the authenticity of all documents submitted
to us as originals, and the conformity to authentic original documents of all
documents submitted to us as copies. In addition, we have obtained and relied
upon such certificates and assurances from public officials as we have deemed
necessary.
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Beckman Instruments, Inc.
April 16, 1998
Page 2
Subject to the foregoing and the other matters set forth herein,
it our opinion that, as of the date hereof:
Based on the facts set forth in the Registration Statement, it is
our opinion that the statements in the prospectus under the heading "Certain
United States Federal Tax Considerations," in so far as they describe provisions
of United States federal income tax law, are accurate in all material respects.
This opinion is based on various statutory provisions, regulations promulgated
thereunder and interpretations thereof by the Internal Revenue Service and
courts having jurisdiction over such matters, all of which are subject to change
either prospectively or retroactively. Any variation or difference in the facts
as incorporated herein might affect the conclusions stated herein.
We consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm contained under the
heading "Certain United States Federal Tax Considerations" therein.
Very truly yours,
LATHAM & WATKINS