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[Locke Liddell & Sapp LLP Letterhead]
EXHIBIT 8.1
June 5, 2000
3dfx Interactive, Inc.
4435 Fortran Drive
San Jose, California 95134
Ladies and Gentlemen:
We have acted as counsel to 3dfx Interactive, Inc., a California
corporation ("Parent") and Galapagos Acquisition Corp., a Delaware ("Sub") in
connection with the proposed merger (the "Merger") of Sub with and into
GigaPixel Corporation, a Delaware corporation (the "Company"), pursuant to the
terms of that Agreement and Plan of Reorganization dated as of March 27, 2000
(the "Merger Agreement") by and among the Company, Parent and Sub. This opinion
is being delivered to you in connection with the registration statement of the
Parent on Form S-4, to be filed with the Securities and Exchange Commission on
June 6, 2000 under the Securities Act of 1933, as amended (the "Registration
Statement"). This opinion is being rendered pursuant to the requirements of Form
S-4 under the Securities Act of 1933, as amended. Capitalized terms used
hereunder but not defined have the meanings ascribed to them in the Merger
Agreement or the Registration Statement.
In rendering this opinion we have examined and are relying upon such
documents (including all exhibits and schedules attached thereto) as we have
deemed relevant or necessary, including (i) the Merger Agreement, (ii) the
Registration Statement and (iii) such other documents as we have deemed
necessary or appropriate in order to enable us to render the opinion below, and
our opinion is conditioned upon (without any independent investigation or review
thereof) the truth and accuracy, at all relevant times including, without
limitation, the Effective Time, of the representations and warranties, covenants
and statements contained therein. This opinion is also subject to and
conditioned upon certain written tax representation letters (the "Tax
Representation Letters") delivered to us by Parent, Sub and the Company. The
initial and continuing truth and accuracy of the representations contained in
these Tax Representation Letters at all relevant times including, without
limitation, the Effective Time, constitutes an integral basis for the opinion
expressed herein and this opinion is conditioned upon the initial and continuing
truth and accuracy of these representations at all relevant times including,
without limitation, the Effective Time.
In rendering this opinion, we have assumed that (without any independent
investigation or review thereof), and our opinion is conditioned on the
correctness of, the following: (i) each original document submitted to us
(including signatures thereto) is authentic, each document submitted to us
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3dfx Interactive, Inc.
June 5, 2000
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as a copy conforms to the original documents, and 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; (ii)
all representations, warranties and statements made or agreed to in connection
with the Merger by the Company, Parent and Sub, their managements, employees,
officers, directors and shareholders, including, but not limited to, those set
forth in the Merger Agreement (including the exhibits thereto) and the Tax
Representation Letters are true and accurate at all relevant times including,
without limitation, the Effective Time; (iii) all covenants contained in the
Merger Agreement (including exhibits thereto) and the Tax Representation Letters
are performed without waiver or breach of any material provision thereof; (iv)
the Merger will be reported by the Company, Parent and Sub on their respective
federal income tax returns in a manner consistent with the opinion set forth
below and in compliance with all reporting obligations with respect to the
Merger required under the Internal Revenue Code of 1986, as amended (the
"Code"); (v) the Merger will be effective as a merger under the applicable laws
of Delaware; (vi) any representation or statement made "to the best of
knowledge" or similarly qualified is correct without such qualification; and
(vii) as to all matters in which a person or entity making a representation has
represented that such person or entity either is not a party to, does not have,
or is not aware of, any plan or intention, understanding or agreement, we have
assumed that there is in fact no such plan, intention, understanding or
agreement. We also have assumed in connection with rendering this opinion that
the Merger will be consummated in accordance with the Merger Agreement (and
without any waiver, breach or amendment of any of the provisions thereof).
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 the Merger will be treated for United States federal income tax
purposes as a reorganization within the meaning of Section 368(a) of the
Internal Revenue Code .
We express no opinion as to the various state, local or foreign tax
consequences that may result from the Merger or the other transactions
contemplated by the Merger Agreement. In addition, no opinion is expressed as to
any tax consequence of the Merger or the other transactions contemplated by the
Merger Agreement or other transactions effectuated prior or subsequent to or
concurrently with 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.
We express no opinion as to any transactions whatsoever if any of the
transactions described in the Merger Agreement are not consummated in accordance
with the terms of the Merger Agreement and without waiver of any material
provision therein. If any of the representations, warranties, covenants,
statements and assumptions upon which we have relied is not true and accurate at
all relevant times, our opinion may be adversely affected and should not be
relied upon.
This opinion only represents our best judgment as to the probable United
States federal income tax consequences of the Merger and is not binding on the
Internal Revenue Service or the
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3dfx Interactive, Inc.
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courts or any other government body. The conclusions stated herein are based on
the Code and existing judicial decisions, administrative regulations and
published rulings. No assurance can be given that future legislative, judicial
or administrative changes 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 United States federal tax laws.
This opinion is furnished to you for the purpose of complying with
applicable securities laws. This opinion may not be used or relied upon by any
other person or for any other purpose and may not be circulated, quoted or
otherwise referred to for any purpose without our prior written consent. We
hereby consent to the use of this opinion as an exhibit to the Registration
Statement and to the reference to our Firm in the Registration Statement under
the captions "Terms of the Merger Agreement and Related Transactions - Material
Federal Income Tax Consequences" and "Legal Matters." In giving this consent,
however, we do not admit that we are in the category of such persons whose
consent is required under Section 7 of the Securities Act of 1933, as amended.
LOCKE LIDDELL & SAPP LLP
By: /s/ C. Ronald Kalteyer
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C. Ronald Kalteyer
