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[GRAY CARY WARE & FREIDENRICH LLP LETTERHEAD]
September 29, 2000
Zoran Corporation
3112 Scott Boulevard
Santa Clara, CA 95054
Ladies and Gentlemen:
This opinion is being delivered to you in accordance with the requirements of
Item 601(b)(8) of Regulation S-K under the Securities Act of 1933, as amended,
in connection with the filing of a registration statement on Form S-4 of a Proxy
Statement/Prospectus (the "REGISTRATION STATEMENT") pursuant to the Agreement
and Plan of Merger dated as of August 23, 2000 (the "Merger Agreement") by and
among Zoran Corporation, a Delaware corporation ("ZORAN"), Zoom Acquisition
Corporation, a Delaware corporation and a wholly-owned subsidiary of Zoran
("SUB") and Nogatech, Inc., a Delaware corporation ("NOGATECH"). Pursuant to the
Merger Agreement, Sub will merge with and into Nogatech (the "MERGER").
Unless otherwise defined, capitalized terms referred to herein have the meanings
set forth in the Merger Agreement. All section references, unless otherwise
indicated, are to the Internal Revenue Code of 1986, as amended (the "CODE").
We have acted as legal counsel to Zoran in connection with the preparation and
execution of the Merger Agreement. As such, and 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 schedules and exhibits thereto): (1) the
Merger Agreement; (2) representations and warranties made to us by Zoran, Sub
and Nogatech in certain tax representation letters (the "TAX REPRESENTATION
LETTERS"); (3) the facts, statements, descriptions and representations set forth
in the Registration Statement; and (4) such other instruments and documents
related to the formation, organization and operation of Zoran, Sub and Nogatech
or to the consummation of the Merger and the transactions contemplated thereby
as we have deemed necessary or appropriate.
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[GRAY CARY WARE & FREIDENRICH LLP LETTERHEAD]
Zoran Corporation
September 29, 2000
Page Two
In connection with rendering this opinion, we have assumed (and are relying
thereon, without any independent investigation or review thereof):
1. the truth and accuracy, as of the date hereof and at the Effective
Time, of the statements, covenants, representations and warranties contained in
the Merger Agreement, in the Tax Representation Letters that have been provided
to us and that were issued in support of this opinion, and in the Registration
Statement and other documents related to Zoran, Sub and Nogatech as we have
deemed necessary or appropriate for purposes of issuing this opinion;
2. consummation of the Merger in accordance with the Merger Agreement,
without any waiver, breach or amendment of any material provisions of the Merger
Agreement, the effectiveness of the Merger under applicable state law, and the
performance of all covenants contained in the Merger Agreement and the Tax
Representation Letters without waiver or breach of any material provisions
thereof;
3. the accuracy, without qualification, of any representation or
statement made "to the knowledge of" or similarly qualified, and as to all
matters in which a person or entity is making a representation, that such person
or entity is not a party to, does not have, or is not aware of, any plan or
intention, understanding or agreement inconsistent with such representation, and
there is no such plan, intention, understanding, or agreement inconsistent with
such representation;
4. the reporting of the Merger as a reorganization, within the meaning
of Section 368(a) of the Code, by Zoran and Nogatech in their respective federal
income returns; and
5. the authenticity of original documents (including signatures),
conformity to the originals of documents submitted to us as copies, and due
execution and delivery of all documents where due execution and delivery are
prerequisites to effectiveness thereof.
Based on the foregoing, we are of the opinion that the discussion in the Joint
Proxy Statement/Prospectus, which forms part of the Registration Statement,
under the caption "Certain United States Federal Income Tax Considerations," to
the extent it constitutes descriptions of legal matters or legal conclusions
regarding the federal income tax laws of the United States, is accurate in all
material respects.
This opinion addresses only the matters described above. No opinion is expressed
as to any other matter, including any other tax consequences of the Merger or
any other transaction (including any transaction undertaken in connection with
the Merger) under any foreign, federal, state or local tax law.
No opinion is expressed as to any transaction other than the Merger as described
in the Merger
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[GRAY CARY WARE & FREIDENRICH LLP LETTERHEAD]
Zoran Corporation
September 29, 2000
Page Three
Agreement or to any transaction whatsoever, including the Merger, if any of 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 any 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, covenants,
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 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 the
Internal Revenue Service is not precluded from successfully asserting 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 has been delivered to you only for the purpose stated. It is
intended for the benefit of the Nogatech and the stockholders of the Nogatech
and 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, however, to the use of this opinion as
an exhibit to the Registration Statement and further consent to the use of our
name wherever appearing in the Registration Statement, including the Proxy
Statement/Prospectus constituting a part thereof, and any amendments thereto.
Very truly yours,
GRAY CARY WARE & FREIDENRICH LLP
