Exhibit 8.01
________________, 1999
(213) 229-7000 C 18861-00007
Cadence Design Systems, Inc.
2655 Seely Avenue, Building 5
San Jose, California 95134
Re: Registration Statement on Form S-4 (Registration No. 333-69589)
Ladies and Gentlemen:
We have acted as counsel for Cadence Design Systems, Inc., a Delaware
corporation ("Cadence") in connection with the preparation and execution of the
Agreement and Plan of Merger dated as of December 8, 1998, as amended on
December 16, 1998 and January 4, 1999 (the "Merger Agreement"), by and among
Cadence, Quickturn Design Systems, Inc., a Delaware corporation ("Quickturn"),
and CDSI Acquisition, Inc., a wholly-owned subsidiary of Cadence incorporated
in Delaware ("Merger Sub"). Pursuant to the Merger Agreement, Merger Sub will
merge with and into Quickturn (the "Merger"), and Quickturn will become a
wholly-owned subsidiary of Cadence. 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 (without any independent investigation) the facts,
statements, descriptions and representations set forth in the Registration
Statement on Form S-4 filed with the Securities and Exchange Commission (which
contains a prospectus and joint proxy statement of Cadence and Quickturn)
, 1999
Page 2
(the "Registration Statement") and such other documents pertaining to the
Merger as we have deemed necessary or appropriate.
In connection with rendering this opinion, we have also assumed (without
any independent investigation):
1. The truth and accuracy of the statements, covenants, representations
and warranties contained in the Merger Agreement, in the representations
received from Cadence, Merger Sub and Quickturn attached as exhibits to the
Merger Agreement (the "Tax Representation Letters") and in all other instruments
and documents related to the formation, organization and operation of Cadence,
Merger Sub and Quickturn;
2. The authenticity of original documents submitted to us, the conformity
to the originals of documents submitted to us as copies, and the due and valid
execution and delivery of all such documents where due execution and delivery
are a prerequisite to the effectiveness thereof;
3. The performance of all covenants contained in the Merger Agreement and
the Tax Representation Letters without waiver or breach of any material
provision thereof;
4. The accuracy of any representation or statement made "to the best of
knowledge" or similarly qualified without such qualification; and
5. The reporting of the Merger as a reorganization, within the meaning of
Section 368(a) of the Code, by Cadence and Quickturn in their respective federal
income returns.
Based on our examination of the foregoing items and subject to the
limitations, qualifications, assumptions and caveats set forth herein, 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 Registration Statement and the Tax Representation Letters are
true and correct as of the effective time of the Merger, then for federal income
tax purposes we are of the opinion that:
(i) The Merger will be treated as a reorganization within the meaning
of Section 368(a) of the Code and each of Cadence, Quickturn and Merger Sub will
be a party to a reorganization within the meaning of Section 368(b) of the Code;
and
(ii) The discussion in the Registration Statement entitled "Material
Federal Income Tax Consequences" accurately describes the material federal
income tax consequences of the Merger.
, 1999
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 described 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 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.
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 "Material
Federal Income Tax Consequences." In giving such consent, we do not thereby
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,
Gibson, Dunn & Crutcher LLP