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Exhibit 8.1
[Form of Cooley Godward Tax Opinion]
June 20, 1996
[WEBB B. MORROW LETTERHEAD]
JT Storage, Inc.
166 Baypointe Parkway
San Jose, California 95134
Ladies and Gentlemen:
This opinion is being delivered to you in accordance with Section 6.1(f) of
the Amended and Restated Agreement and Plan of Reorganization dated April 8,
1996 (the "Reorganization Agreement") by and between JT Storage, Inc., a
Delaware corporation ("JTS") and Atari Corporation, a Nevada corporation (the
"Company"). Atari will merge into JTS (the "Merger") pursuant to the
Reorganization Agreement and related Certificate of Merger to be filed by JTS
and Atari with the Secretaries of State of Delaware and Nevada on the Closing
Date (collectively, including the exhibits to each, the "Agreements").
Except as otherwise provided, capitalized terms not defined herein have the
meanings set forth in the Reorganization Agreement or in certificates dated
June 14, 1996 delivered to us by JTS and Atari containing certain
representations of JTS and Atari (the "Certificates of Representations"). All
section references, unless otherwise indicated, are to the Internal Revenue Code
of 1986, as amended (the "Code").
We have acted as counsel to JTS in connection with the Merger. As such, and for
the purpose of rendering this opinion, we have examined originals, certified
copies or copies otherwise identified to our satisfaction as being true copies
of the original of the following documents (including all exhibits and schedules
attached thereto):
(a) the Agreements;
(b) the Certificates of Representations;
(c) Continuity of Interest Certificates executed and delivered by
certain shareholders of Atari (the "Continuity of Interest Certificates"); and
(d) such other instruments and documents related to the formation,
organization and operation of JTS and Atari and related to the consummation of
the Merger and the transactions contemplated thereby as we have deemed necessary
or appropriate.
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In connection with rendering this opinion, we have assumed (without any
independent investigation or review thereof):
1. Original documents (including signatures) are authentic, documents
submitted to us as copies conform to the original documents, and there is (or
will be prior to the Closing) due execution and delivery of all documents where
due execution and delivery are a prerequisite to the effectiveness thereof;
2. The truth and accuracy at all relevant times, of all
representations, warranties and statements made or agreed to by JTS and Atari,
their managements, employees, officers, directors and shareholders in connection
with the Merger, including but not limited to those set forth in the Agreements
(including the exhibits) and in the Certificates of Representations and in the
Continuity of Interest Certificates; and that all covenants contained in such
agreements are performed without waiver or breach of any material provision
thereof;
3. There is no plan or intention on the part of Atari's shareholders to
engage in a sale, exchange, transfer, distribution, pledge or other disposition
(including a distribution by a corporation to its shareholders) or any
transaction which would result in a reduction of risk of ownership, or a direct
or indirect disposition (a "Sale") of shares of JTS Common Stock to be received
in the Merger that would reduce Atari shareholders' ownership of JTS Common
Stock to a number of shares having an aggregate fair market value, as of the
Effective Time, of less than fifty percent (50%) of the aggregate fair market
value of all of the capital stock of Atari outstanding immediately prior to the
consummation of the Merger. Shares of Atari capital stock (a) with respect to
which dissenters' rights are exercised in the Merger (b) which are exchanged for
cash in lieu of fractional shares of JTS Common Stock or (c) which are sold,
redeemed or disposed of in a transaction that is in contemplation of or related
to the Merger, shall be considered shares of capital stock of Atari which are
exchanged in the Merger for shares of JTS Common Stock which are then disposed
of pursuant to a plan.
Based on our examination of the foregoing items and subject to the limitations,
qualifications, assumptions and caveats set forth herein, we are of the opinion
that for federal income tax purposes:
1. The merger of Atari into JTS will be a reorganization within the meaning of
Section 368(a)(1)(A) of the Code.
In addition, we have reviewed the discussion contained in the Prospectus/Proxy
Statement included in the Registration Statement on the Form S-4 under "THE
MERGER - Certain Federal
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Income Tax Matters (the "Tax Discussion") and we believe that, subject to the
qualifications and limitations contained in the Tax Discussion, the matters
stated in the Tax Discussion, to the extent they represent matters of law or
legal conclusions, are fairly presented.
This opinion does not address the various state, local or foreign tax
consequences that may result from the Merger. In addition, no opinion is
expressed as to any federal income tax consequence of the Merger except as
specifically set forth herein and this opinion may not be relied upon except
with respect to the consequences specifically discussed herein.
No opinion is expressed as to any transaction other than the Merger as described
in the Agreements or to any other transaction whatsoever including the Merger if
all the transactions described in the Agreements are not consummated in
accordance with the terms of the Agreements and without waiver of any material
provision thereof. To the extent any of the representations, warranties,
statements and assumptions material to our opinion and upon which we have relied
are not complete, correct, true and accurate in all material respects at all
relevant times, our opinion would be adversely affected and should not be relied
upon.
This opinion only represents our best judgment as to the federal income tax
consequences of the Merger and is not binding on the Internal Revenue Service or
the courts. The conclusions are based on the Code, existing judicial decisions,
administration regulations and published rulings. No assurance can be given that
future legislative, judicial or administrative changes would not adversely
affect the accuracy of the conclusions stated herein. Nevertheless, by rendering
this opinion, we undertake no responsibility to advise you of any new
developments in the application or interpretation of the federal income tax
laws.
This opinion has been delivered to you solely for the purposes set forth in
Section 7.1(f) of the Reorganization Agreement and may not be relied upon or
utilized for any other purpose or by any other person or entity, and may not be
distributed or otherwise made available to any other person or entity without
our prior written consent, except for the filing of this opinion as an Exhibit
to the Form S-4 and the references to this firm in the Tax Discussion.
Sincerely,
COOLEY GODWARD CASTRO
HUDDLESON & TATUM
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Webb B. Morrow III