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EXHIBIT 8.1FD
DRAFT
SEPTEMBER 13, 1999
QUARLES & BRADY LLP
____________, 1999
Futech Interactive Products, Inc.
2999 North 44th Street
Suite 225
Phoenix, AZ 85018-7247
Re: MERGER OF FUNDEX GAMES, LTD. INTO FUTECH TOYS & GAMES, INC.
Ladies and Gentlemen:
You have requested our opinion regarding the qualification of the
merger of Fundex Games, Ltd., a Nevada corporation ("Fundex"), into Futech Toys
& Games, Inc., a Nevada corporation ("FT&G"), pursuant to the Merger Agreement,
dated June 7, 1999 ("Agreement") by and among Futech Interactive Products, Inc.,
an Arizona corporation ("Futech"), Futech Interactive Products (Delaware) Inc.,
a Delaware corporation ("New Futech"), FT&G, Fundex, Janex International, Inc.,
a Colorado corporation, DaMert Company, a California corporation, and Trudy
Corporation, a Delaware corporation, as a reorganization under Section 368(a) of
the Internal Revenue Code of 1986, as amended ("Code"), and the discussion of
material U.S. federal income tax consequences of the merger that appear under
the caption "Federal Income Tax Consequences" in the Prospectus/Proxy Statement
Supplement dated _________, 1999, to the Prospectus/Proxy Statement dated
________, 1999 included in the Registration Statement on Form S-4 (No.
333-80131) filed by Futech and FT&G with the
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Securities and Exchange Commission ("Commission") under the Securities Act of
1933, as amended ("Act").
It is anticipated that, pursuant to the Agreement, Fundex will merge
with and into FT&G pursuant to the applicable laws of the State of Nevada (the
"Merger"), and pursuant to the Agreement and as a result thereof the separate
existence of Fundex will cease.
We have acted as legal counsel to Futech, New Futech and FT&G in
connection with the Merger. As such, and for the purposes of rendering this
opinion, we have examined and are relying upon, without independent
investigation or review thereof, the truth and accuracy, at all times, of the
statements, covenants, representations and warranties contained in the following
documents:
1. The Agreement;
2. Representations made to us by Fundex, FT&G and New Futech in letters
dated ________, 1999;
3. The information contained in the Prospectus/Proxy Statement
Supplement and related Prospectus/Proxy Statement; and
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4. Such other instruments and documents related to the consummation of
the Merger and the transactions contemplated thereby as we deemed necessary or
appropriate.
An inaccuracy or change with respect to such statements, covenants,
representations and warranties could adversely affect the conclusions of our
opinion set forth below.
In connection with rendering this opinion, we have assumed or obtained
representations (and are relying thereon without independent investigation or
review) that:
1. Original documents (including signatures) are authentic, documents
submitted to us as copies conform to the original documents and there has been,
or will be by the effective time of the Merger, due execution and delivery of
all documents the execution and delivery of which are prerequisites to
effectiveness of the Merger;
2. The Merger will be effected in accordance with the terms of the
Agreement, and all of the statements, covenants, representations and warranties
therein or referred to above will be true as of the effective time of the
Merger; and
3. The Agreement and the Merger are the product of arm's-length
negotiations.
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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:
1. The Merger will constitute a "reorganization" within the meaning of
Section 368(a) of the Code. Fundex, New Futech and FT&G will each be a "party to
the reorganization" within the meaning of Section 368(b) of the Code;
2. The statements made under the caption "Federal Income Tax
Consequences" in the Prospectus/Proxy Statement Supplement, to the extent that
they constitute matters of law or legal conclusions, are correct in all material
respects.
In addition to the assumptions set forth above, this opinion is subject
to the exceptions, limitations and qualifications set forth below:
1. 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
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Service could not successfully assert a contrary opinion. Furthermore, no
assurance can be given that future legislation, judicial or administrative
changes, either on a prospective or retroactive basis, will not adversely affect
the accuracy of the conclusions stated herein.
2. This opinion does not address any other federal, state, local or
foreign tax consequences that may result from the Merger or any other related
transactions.
3. No opinion is expressed as to any transaction other than the Merger
as described in this opinion.
4. This opinion is intended solely for the benefit of New Futech,
Fundex, FT&G and their shareholders; it may not be relied upon for any other
purpose or by any other person or entity.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "The
Mergers and Related Transactions - Federal Income Tax Consequences" in the Proxy
Statement/Prospectus constituting a part thereof. In giving our consent, we do
not admit that we are "experts" within the meaning of
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Section 11 of the Act, or that we are within the category of persons whose
consent is required by Section 7 of the Act or the rules and regulations of the
Commission thereunder.
Very truly yours,
QUARLES & BRADY LLP