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EXHIBIT 8.1
January 9, 2001
Polycom, Inc.
1565 Barber Lane
Milpitas, California 95035
Ladies and Gentlemen:
We have acted as counsel to Polycom, Inc. a Delaware corporation
("Polycom") in connection with the proposed merger (the "Merger") by and among
Polycom, Merger Sub, Ltd. an Israeli corporation and wholly-owned transitory
merger subsidiary of Polycom ("Merger Sub"), and Accord Networks, Ltd., an
Israeli corporation ("Accord Networks") pursuant to an Agreement and Plan of
Merger and Reorganization dated as of December 5, 2000, (the "Merger
Agreement"). The Merger and certain proposed transactions incident thereto are
described in the Registration Statement on Form S-4 (the "Registration
Statement") of Polycom which includes the Proxy Statement/Prospectus of Accord
Networks (the "Proxy Statement/Prospectus"). This opinion is being rendered
pursuant to the requirements of Item 21(a) of Form S-4 under the Securities Act
of 1933, as amended. Unless otherwise indicated, any capitalized terms used
herein and not otherwise defined have the meaning ascribed to them in the Proxy
Statement/Prospectus.
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): (i) the Merger Agreement; (ii)
those certain tax representation letters dated January 9, 2001, delivered to us
by Polycom, Merger Sub, and Accord Networks containing certain representations
of Polycom, Merger Sub, and Accord Networks (the "Tax Representation Letters");
and (iii) such other instruments and documents related to the formation,
organization and operation of Polycom, Merger Sub, and Accord Networks and
related to the consummation of the Merger and the other transactions
contemplated by the Merger 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: (i) 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; (ii) all representations, warranties and statements made
or agreed to by Polycom, Merger Sub, Accord Networks, and their managements,
employees, officers, directors and shareholders in connection with the Merger,
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;
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Polycom, Inc.
January 9, 2001
Page 2
(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
Polycom on its federal income tax return in a manner consistent with the opinion
set forth below; (v) any representation or statement made "to the best of
knowledge" or similarly qualified is correct without such qualification; (vi)
under the Israeli Companies Law, Merger Sub will merge with and into Accord
Networks, Accord Networks will be the surviving corporation in the Merger, will
become a wholly-owned subsidiary of Polycom, and the corporate existence of
Accord Networks, with all its purposes, rights, privileges, franchises, powers
and objects, shall continue unaffected and unimpaired by the Merger; and (vii)
at all relevant times, no outstanding indebtedness, option, warrant, right to
acquire stock, or any other security, instrument or undertaking of Polycom or
Accord Networks has represented or will represent equity for federal income tax
purposes.
Based on the foregoing and subject to the limitations, qualifications,
assumptions, and caveats set forth herein, and the limitations, qualifications,
assumptions, and caveats set forth in the portion of the Registration Statement
captioned "Certain Material United States Federal Income Tax Consequences of the
Merger", we are of the view that the discussion of the federal income tax
consequences of the Merger in the four bullet points contained in the
Registration Statement under the caption "Certain Material United States Federal
Income Tax Consequences of the Merger" fairly presents the material current
United States federal income tax consequences generally applicable to the
Merger. Because this opinion is being delivered prior to the Effective Time of
the Merger, it must be considered prospective and dependent on future events.
No opinion is expressed as to any transaction other than the Merger as
described in the Merger Agreement, or as to any other transaction whatsoever,
including the Merger, if all 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 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 would be adversely
affected and should not be relied upon.
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. Our conclusions are based on the Internal Revenue Code of
1986, as amended, existing judicial decisions, administrative regulations and
published rulings. 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.
In rendering this opinion, we have assumed that Testa, Hurwitz &
Thibeault, LLP has delivered, and has not withdrawn, an opinion that is
substantially similar to this one. No opinion is
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Polycom, Inc.
January 9, 2001
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expressed as to any federal income tax consequences 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.
This opinion is furnished to you solely for use in connection
with the Registration Statement. We hereby consent to the filing of this opinion
as an exhibit to the Registration Statement. We also consent to the reference to
our firm name wherever appearing in the Registration Statement with respect to
the discussion of the material federal income tax consequences of the Merger,
including the Proxy Statement/Prospectus constituting a part thereof, and any
amendment thereto. In giving this 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
Securities and Exchange Commission thereunder, nor do we thereby admit that we
are experts with respect to any part of such Registration Statement within the
meaning of the term "experts" as used in the Securities Act of 1933, as amended,
or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ Wilson Sonsini Goodrich & Rosati P.C.
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
