[LETTERHEAD OF WILSON SONSINI GOODRICH & ROSATI]
EXHIBIT 8.2
March 3, 1997
Autodesk, Inc.
111 McInnis Parkway
San Rafael, California 94903
Ladies and Gentlemen:
We have acted as counsel for Autodesk, Inc., a Delaware corporation
("Autodesk") in connection with the preparation and execution of the Agreement
and Plan of Reorganization dated as of December 10, 1996 (the "Reorganization
Agreement") amended as of December 19, 1996 among Autodesk, Autodesk Acquisition
Corporation, a wholly-owned subsidiary of Autodesk incorporated in Delaware
("Merger Sub"), and Softdesk, Inc. a Delaware corporation ("Softdesk").
Pursuant to the Reorganization Agreement, Merger Sub will merge with and into
Softdesk (the "Merger"), and Softdesk will become a wholly-owned subsidiary of
Autodesk. Unless otherwise defined, capitalized terms referred to herein have
the meanings set forth in the Reorganization 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 Autodesk with the
Securities and Exchange Commission (which contains a joint proxy
statement/prospectus) (the "Registration Statement"), the Reorganization
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 Autodesk and Softdesk respectively (the "Officers'
Certificates").
In connection with rendering this opinion, we have also assumed (without
any independent investigation) 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) due execution and delivery of all documents
where due execution and delivery are prerequisites to effectiveness thereof;
Autodesk, Inc.
March 3, 1997
Page 2
2. 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;
3. 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
4. The Merger will be reported by Autodesk and Softdesk 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
Reorganization Agreement (and without any waiver, breach or amendment of any of
the provisions thereof) and the statements set forth in the Officers'
Certificates are true and correct as of the date hereof, then:
1. The Merger will constitute a reorganization within the meaning of
Section 368(a);
2. No gain or loss will be recognized by Autodesk, Merger Sub, or Softdesk
as a result of the Merger;
3. No gain or loss will be recognized by the shareholders of Softdesk upon
the exchange of Softdesk stock solely for shares of Autodesk stock in the
Merger;
4. Cash received by the shareholders of Softdesk in lieu of fractional
shares of Autodesk stock will be treated as received as a distribution in
redemption of such fractional shares, subject to the provisions of Section 302,
as if such fractional shares had been issued in the Merger and then redeemed by
Autodesk;
5. The tax basis of the shares of Autodesk stock received by the
shareholders of Softdesk in the Merger will be equal to the tax basis of the
shares of Softdesk stock exchanged therefor in the Merger, reduced by any basis
allocable to a fractional share of Autodesk stock treated as sold or exchanged
under Section 302; and
6. The holding period for the shares of Autodesk stock received by the
shareholders of Softdesk will include the holding period for the shares of
Softdesk stock exchanged therefor in the Merger, provided that the shares of
Softdesk stock are held as capital assets at the Effective Time.
In rendering this opinion, we have assumed that Hale and Dorr LLP has
delivered, and has not withdrawn, an opinion that is substantially similar to
this one. 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.
Autodesk, Inc.
March 3, 1997
Page 3
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 matters set forth above, 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).
No opinion is expressed as to any transaction other than the Merger as
described in the Reorganization Agreement or to any transaction whatsoever,
including the Merger, if all the transactions described in the Reorganization
Agreement are not consummated in accordance with the terms of such
Reorganization 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 is intended solely for the purpose of inclusion as an
exhibit to the Registration Statement. 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
further consent to the use of our name in connection with references to this
opinion and the tax consequences of the Merger. In giving this consent,
however, we do not hereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as amended.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ WILSON SONSINI GOODRICH & ROSATI