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Exhibit 8.2
Atari Corporation
June , 1996
Page 1
[Form of Wilson Sonsini Goodrich & Rosati Tax Opinion]
June 20, 1996
Atari Corporation
455 South Mathilda Avenue
Sunnyvale, California 94086
Ladies and Gentlemen:
We have acted as counsel for Atari Corporation, a Nevada corporation
("Atari") in connection with the preparation and execution of the Amended and
Restated Agreement and Plan of Merger dated as of April 8, 1996 and related
Certificate of Merger (the "Merger Agreement") among JT Storage, Inc., a
Delaware corporation ("JTS") and Atari. Pursuant to the Merger Agreement, Atari
will merge with and into JTS (the "Merger"). Unless otherwise defined,
capitalized terms referred to herein have the meanings set forth in the Merger
Agreement. All section references, unless otherwise indicated, are to the
Internal Revenue Code of 1986, as amended (the "Code").
You have requested our opinion regarding certain United States federal
income tax consequences of the Merger. In delivering this opinion, we have
reviewed and relied upon the facts, statements, descriptions and representations
set forth in the Registration Statement on Form S-4 filed by Atari and JTS with
the Securities and Exchange Commission (which contains a joint proxy
statement/prospectus) (the "Registration Statement"), the Merger Agreement
(including Exhibits) and such other documents pertaining to the Merger as we
have deemed necessary or appropriate. We have also relied upon certificates of
officers of Atari and JTS respectively (the "Officers' Certificates") as well as
continuity of interest certificates executed and delivered by certain
shareholders of Atari (the "Continuity of Interest Certificates").
In connection with rendering this opinion, we have also assumed
(without any independent investigation) that:
Original documents (including signatures) are authentic,
documents submitted to
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us as copies conform to the original documents, and there has been (or will be
by the Effective Time) due execution and delivery of all documents where due
execution and delivery are prerequisites to effectiveness thereof;
Any statement made in any of the documents referred to herein,
"to the best of the knowledge" of any person or party is correct without such
qualification;
1 All statements, descriptions and representations contained in
any of the documents referred to herein or otherwise made to us are true and
correct in all material respects and no actions have been (or will be) taken
which are inconsistent with such representations; and
1 The Merger will be reported by Atari and JTS on their respective
federal income tax returns in a manner consistent with the opinion set forth
below.
Based on our examination of the foregoing items and subject to the
assumptions, exceptions, limitations and qualifications set forth herein, we are
of the opinion that, if the Merger is consummated in accordance with the Merger
Agreement (and without any waiver, breach or amendment of any of the provisions
thereof) and the statements set forth in the Officers' Certificates and the
Continuity of Interest Certificates are true and correct as of the date hereof,
on the Effective Date of the Registration Statement and at the Effective Time,
then:
(a) For federal income tax purposes, the Merger will qualify
as a "reorganization" as defined in Section 368(a) of the Code; and
(b) The discussion entitled "THE PROPOSED MERGER AND RELATED
TRANSACTIONS - Certain Federal Income Tax Considerations" in the Registration
Statement insofar as it relates to the statements of law or legal conclusions is
correct in all material respects.
This opinion represents and is based upon our best judgment regarding
the application of federal income tax laws arising under the Code, existing
judicial decisions, administrative regulations and published rulings and
procedures. Our opinion is not binding upon the Internal Revenue Service or the
courts, and there is no assurance that the Internal Revenue Service will not
successfully assert a contrary position. Furthermore, no assurance can be given
that future legislative, judicial or administrative changes, on either a
prospective or retroactive basis, would not adversely affect the accuracy of the
conclusions stated herein. Nevertheless, we undertake no responsibility to
advise you of any new developments in the application or interpretation of the
federal income tax laws.
This opinion addresses only the classification of the Merger as a
reorganization under Section 368(a) of the Code, and does not address any other
federal, state, local or foreign tax consequences that may result from the
Merger or any other transaction (including any transaction undertaken in
connection with the Merger). Furthermore, this opinion relates only to the
holders of JTS stock who hold such stock as a capital asset. No opinion is
expressed as to the Federal income tax treatment that may be relevant to a
particular investor in light of personal circumstances or to certain types of
investors subject to special treatment under the Federal income tax laws (for
example, life insurance companies, dealers in securities, taxpayers subject
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to the alternative minimum tax banks, tax-exempt organizations, non-United
States persons, and stockholders who acquired their shares of Atari stock
pursuant to the exercise of options or otherwise as compensation).
No opinion is expressed as to any transaction other than the Merger as
described in the Merger Agreement or to any transaction whatsoever, including
the Merger, if all the transactions described in the Merger Agreement are not
consummated in accordance with the terms of such Merger Agreement and without
waiver or breach of any material provision thereof or if all of the
representations, warranties, statements and assumptions upon which we relied are
not true and accurate at all relevant times. In the event any one of the
statements, representations, warranties or assumptions upon which we have relied
to issue this opinion is incorrect, our opinion might be adversely affected and
may not be relied upon.
This opinion has been delivered to you for the purposes of being
included as an exhibit to the Registration Statement and satisfying the
requirements of Section 6.1(f) of the Merger Agreement. It may not be relied
upon for any other purpose or by any other person or entity, and may not be made
available to any other person or entity without our prior written consent. We
hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of our name under the heading "Certain Federal Income
Tax Matters" in the Registration Statement.
Very truly yours,
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WILSON SONSINI GOODRICH & ROSATI
Professional Corporation