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EXHIBIT 8.1J
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 JANEX INTERNATIONAL, INC. INTO FUTECH INTERACTIVE
PRODUCTS (DELAWARE) INC.
Ladies and Gentlemen:
You have requested our opinion regarding the qualification of the
merger of Janex International, Inc., a Colorado corporation ("Janex"), into
Futech Interactive Products (Delaware) Inc., a Delaware corporation ("New
Futech"), pursuant to the Merger Agreement, dated June 7, 1999 ("Agreement") by
and among Futech Interactive Products, Inc., an Arizona corporation ("Futech"),
New Futech, Futech Toys & Games, Inc., a Nevada corporation ("FT&G"), Fundex
Games, Ltd., a Nevada corporation, Janex, 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
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Futech Interactive Products, Inc.
September 13, 1999
Page 2
Registration Statement on Form S-4 (No. 333-80131) filed by Futech and FT&G with
the Securities and Exchange Commission ("Commission") under the Securities Act
of 1933, as amended ("Act").
It is anticipated that, pursuant to the Agreement, Janex will merge
with and into New Futech pursuant to the applicable laws of the State of
Colorado and the State of Delaware (the "Merger"), and pursuant to the Agreement
and as a result thereof the separate existence of Janex will cease.
We have acted as legal counsel to Futech and New Futech 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 Janex, New Futech and Futech in
letters dated ________, 1999;
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Futech Interactive Products, Inc.
September 13, 1999
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3. The information contained in the Prospectus/Proxy Statement
Supplement and related Prospectus/Proxy Statement; and
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;
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Futech Interactive Products, Inc.
September 13, 1999
Page 4
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.
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 with respect to New Futech's shares of Janex stock
and for this purpose, Janex and New Futech will each be a "party to the
reorganization" within the meaning of Section 368(b) of the Code. No opinion is
expressed as to whether the Merger will constitute a "reorganization" within the
meaning of Section 368(a) of the Code with respect to Janex stockholders other
than New Futech;
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.
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Futech Interactive Products, Inc.
September 13, 1999
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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 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, Janex
and their shareholders; it may not be relied upon for any other purpose or by
any other person or entity.
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Futech Interactive Products, Inc.
September 13, 1999
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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 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