Exhibit 8.1
[Dechert Price & Rhoads Letterhead]
June 7, 1999
Board of Directors
AmeriSource Health Corporation
300 Chester Field Parkway
Malvern, PA 19355
Re: Amended and Restated Agreement and Plan of Reorganization dated as of
April 28, 1999 by and among AMERISOURCE HEALTH CORPORATION, HAWK
ACQUISITION CORP., and C.D. SMITH HEALTHCARE, INC., as amended and
restated as of May 27, 1999
Ladies and Gentlemen:
We have acted as counsel to AmeriSource Health Corporation, a Delaware
corporation ("Parent") in connection with the proposed merger (the "Merger") of
Hawk Acquisition Corp. ("Sub"), a Missouri corporation and wholly-owned
subsidiary of Parent with and into C.D. Smith Healthcare, Inc. ("Company"), a
Missouri corporation pursuant to the Amended and Restated Agreement and Plan of
Reorganization by and among Parent, Sub and the Company dated as of April 28,
1999, as amended and restated as of May 27, 1999 (the "Reorganization
Agreement"). This opinion is being delivered in response to your request for our
opinion regarding certain federal income tax consequences of the Merger.
Except as otherwise provided, capitalized terms used but not defined
herein shall 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").
Pursuant to the Reorganization Agreement, Sub will be merged with and
into the Company, and each share of Company Capital Stock (other than
Dissenting Shares) will be exchanged solely for shares of Parent Common Stock.
Only whole shares of Parent Common Stock will be issued in the Merger, and any
fractional shares of Parent Common Stock will be rounded to the nearest whole
share
For the purpose of rendering this opinion, we have examined, and are
relying upon (without any independent investigation or review thereof) the truth
and accuracy, at all relevant times, of the statements, covenants,
representations and warranties contained in the following documents (including
all exhibits and schedules attached thereto):
(a) the Reorganization Agreement;
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AmeriSource Health Corporation
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(b) the Proxy Statement/Prospectus included in the Registration
Statement on Form S-4 of the Company, as filed with the Securities and Exchange
Commission (the "SEC") on May 28, 1999, and as amended (the "Proxy Statement');
(c) those certain tax representation letters dated on or about the
date hereof delivered to us by Parent and Sub and by the Company containing
certain representations of Parent, Sub and the Company (the "Tax Representation
Letters"); and
(d) such other instruments and documents related to the formation,
organization and operation of Parent, Sub and the Company and related to the
consummation of the Merger and the other transactions contemplated by the
Reorganization Agreement as we have deemed necessary or appropriate.
In connection with rendering this opinion, we have assumed (without
any independent investigation or review thereof) that:
1. Original documents submitted to us (including signatures thereto)
are authentic, documents submitted to us as copies conform to the original
documents, and that all such documents have been (or will be by the Effective
Time) duly and validly executed and delivered where due execution and delivery
are a prerequisite to the effectiveness thereof;
2. All representations, warranties and statements made or agreed to
by Parent, Sub and the Company, their managements, employees, officers,
directors and stockholders in connection with the Merger, including, but not
limited to, those set forth in the Reorganization Agreement (including the
exhibits thereto) and the Tax Representation Letters are true, correct and
complete at all relevant times;
3. All covenants contained in the Reorganization Agreement (including
exhibits thereto) and the Tax Representation Letters have been or will be
performed without waiver or breach of any material provision thereof; and
4. Any representation or statement made "to the best of knowledge" or
similarly qualified is correct without such qualification.
Based on our examination of the foregoing items and subject to the
limitations, qualifications, assumptions and caveats set forth herein, we are of
the opinion that, provided the Merger is consummated in accordance with the
terms and conditions of the Reorganization Agreement and as set forth in the
Proxy Statement, for federal income tax purposes, the Merger will constitute a
reorganization within the meaning of Section 368(a) of the Code. Furthermore,
it is our opinion that the description of the federal income tax consequences of
the Merger under the caption "The Merger - Federal Income Tax Consequences" is
true and accurate in all material respects.
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AmeriSource Health Corporation
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This opinion does not address the various state, local or foreign tax
consequences that may result from the Merger or the other transactions
contemplated by the Reorganization Agreement. In addition, no opinion is
expressed as to any federal income tax consequence of the Merger or the other
transactions contemplated by the Reorganization Agreement except as specifically
set forth herein, and this opinion may not be relied upon except with respect to
the consequences specifically discussed herein.
No opinion is expressed as to any transaction other than the Merger as
described in the Reorganization Agreement, or as to any other transaction
whatsoever, including the Merger, if all of the transactions described in the
Reorganization Agreement are not consummated in accordance with the terms of the
Reorganization Agreement and without waiver of any material provision thereof.
To the extent that any of the representations, warranties, statements and
assumptions material to our opinion and upon which we have relied are not
accurate and complete in all material respects at all relevant times, our
opinion could be adversely affected and should not be relied upon. This opinion
may not apply to holders of Company Capital Stock who have received their shares
for services rendered (for example, if the shares are substantially non-vested
within the meaning of Section 83 of the Code or were acquired upon the exercise
of incentive stock options under Section 422 of the Code).
This opinion only represents our best judgment as to the federal
income tax consequences of the Merger and is not binding on the Internal Revenue
Service or any court of law, tribunal, administrative agency or other
governmental body. The conclusions are based on the Code, existing judicial
decisions, administration regulations and published rulings, all of which are
subject to change, possibly with retroactive effect. No assurance can be given
that future legislative, judicial or administrative changes or interpretations
would not adversely affect the accuracy of the conclusions stated herein.
Nevertheless, by rendering this opinion, we undertake no responsibility to
advise you of any new developments in the application or interpretation of the
federal income tax laws.
Except as set forth below, this opinion is intended for your benefit,
is not to be quoted, circulated or otherwise referred to without our express
permission, and may not be relied upon or utilized for any other purpose or by
any other person and may not be made available to any other person without our
prior written consent. We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement on Form S-4 and to the reference to our
firm under "Legal Matters" and "Federal Income Tax Consequences" in the
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Proxy Statement. 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, or the rules and regulations of the SEC.
Very truly yours,
/s/ Dechert Price & Rhoads