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Exhibit 8.2
CHICAGO ONE IBM PLAZA SACRAMENTO
DENVER 330 NORTH WABASH AVENUE, SUITE 3300 SAN DIEGO
JACKSONVILLE CHICAGO, ILLINOIS 60611-3608 SAN FRANCISCO
LOS ANGELES TELEPHONE (312) 755-1900 TALLAHASSEE
MADISON FACSIMILE (312) 755-1925 TAMPA
MILWAUKEE WASHINGTON, D.C.
ORLANDO WEST PALM BEACH
WRITER'S DIRECT LINE
EMAIL ADDRESS CLIENT/MATTER NUMBER
August 25, 2000
Gentlemen:
You have requested our opinion as to material federal income
tax consequences of the proposed merger of Speedcom Wireless International
Corporation, a Florida corporation ("Speedcom"), with and into LTI Holdings,
Inc., a Delaware corporation ("LTI"), pursuant to an Agreement and Plan of
Merger dated August 4, 2000 (the "Agreement") by and between Speedcom and LTI as
more completely described below and as described in the Joint Proxy
Statement/Prospectus included in the Registration Statement on Form S-4 filed by
LTI with the Securities and Exchange Commission (the "Proxy
Statement/Prospectus"). All capitalized terms not otherwise defined herein shall
have the meanings assigned to such terms in the Agreement and/or the Proxy
Statement/Prospectus.
1. Statement of Facts.
Speedcom is a wireless broadband provider company. As of
August 4, 2000, the outstanding shares of capital stock consisted of 6,950,332
shares of common stock, $0.001 par value per share ("Speedcom Common Stock").
The shares of Speedcom Common Stock are owned by approximately 125 persons.
LTI is a non-operating holding company. As of August 4, 2000,
its outstanding shares of stock consisted of 2,775,100 shares of common stock,
$0.01 par value per share ("LTI Common Stock"). The shares of LTI Common Stock
are widely held and publicly traded.
The Agreement provides for the merger of Speedcom with and
into LTI, which merger will result in the combination of LTI and Speedcom as a
single corporation (the "Surviving Corporation") that will immediately change
its name to "Speedcom Wireless Corporation" (the "Merger"). Pursuant to the
Merger, each outstanding share of Speedcom
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August 25, 2000
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Common Stock (except as otherwise provided below) will be canceled and converted
into the right to receive one share of LTI Common Stock subject to adjustment if
LTI fails to meet certain financial tests. All shares of Speedcom Common Stock
(i) owned by Speedcom as treasury stock, (ii) owned by the any company employee
benefit or compensation plan and not allocated to participants thereunder or
(iii) owned by LTI or by an LTI Subsidiary for its own account will be canceled
and no LTI Common Stock or other consideration will be given in exchange
therefor. Shares of LTI Common Stock that are issued and outstanding at the time
of the Merger will not be affected by the Merger and will remain outstanding as
the same number of shares of the Surviving Corporation (prior to the Merger, LTI
will implement a reverse stock split of one share for each 4.26 outstanding LTI
Common Stock shares. With respect to persons who have been granted options by
Speedcom under the terms of its stock option plans and agreements (the "Speedcom
Option Plan"), each option that is outstanding and unexercised prior to the
Effective Time will be converted into an option to purchase shares of LTI Common
Stock equal to the number of shares of Speedcom Common Stock subject to the
original option, adjusted, if necessary, if LTI fails to meet certain financial
tests, on substantially the same terms and conditions.
The LTI board of directors has determined that the Merger is
desirable since, among other reasons, it will allow LTI to acquire a growing,
active business with the potential to increase the value of LTI Common Stock.
The Speedcom board of directors has determined that the Merger
is in the best interests of Speedcom and its shareholders because, among other
reasons, the Merger will provide approximately $1.5 million in working capital
pursuant to the Merger, and will provide a public market for its stock. A public
market for the stock will allow the use of common stock as a currency to acquire
one or more companies which complement its product offerings; allow the raising
of additional capital at more favorable prices, assuming an increase in
Speedcom's valuation; and enhance its ability to recruit employees, obtain
favorable terms from suppliers and promote its brand name. In addition, the
Speedcom shareholders would be receiving stock in a high quality combined entity
with enhanced liquidity.
2. Representations.
The description in the Proxy Statement/Prospectus under the
heading "Certain Federal Income Tax Consequences of the Merger" and our opinion
as stated herein are based upon and subject to:
(i) The Merger being effected in the manner described
in the Proxy Statement/Prospectus and in accordance with the Agreement, and a
Certificate of Merger, Articles of Merger, and any other necessary documents are
properly executed and filed in accordance with Section 252 of the Delaware
General Corporation Law and Section 607.1102 of the Florida Business Corporation
Act.
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(ii) The accuracy and completeness of the statements
concerning the Merger set forth in the Proxy Statement/Prospectus.
(iii) The accuracy of certain representations made to
us by LTI and the continued accuracy of such representations at all times
through the Effective Time.
(iv) The accuracy of certain representations made to
us by Speedcom and the continued accuracy of such representations at all times
through the Effective Time.
3. Opinions.
Based upon the foregoing, and subject to the condition and
limitations set forth below, we are of the opinion that:
(i) The Merger will qualify as a reorganization within
the meaning of Section 368(a) of the Internal Revenue Code of
1986, as amended (the "Code"). LTI and Speedcom will each be
a "party to a reorganization" within the meaning of Section
368(b) of the Code.
(ii) No gain or loss will be recognized by Speedcom
pursuant to the Merger.
(iii) The basis of LTI in the assets of Speedcom
immediately after the Merger will be the same as the basis of
Speedcom in such assets immediately prior to the Merger.
(iv) The holding period of LTI in the assets of Speedcom
received in the Merger will include the period during which
Speedcom held the assets prior to the Merger.
(v) Except to the extent of any cash received in lieu of
a factional share interest in LTI Common Stock, or the
receipt of cash from the exercise of dissenters' rights, no
gain or loss will be recognized by a shareholder of Speedcom
pursuant to the Merger.
(vi) The income tax basis of LTI Common Stock received by
the shareholders of Speedcom pursuant to the Merger will be
the same as the tax basis of the Speedcom Common Stock
surrendered in exchange therefor reduced by the amount
allocable to any fractional share interest, if any, for which
cash is received.
(vii) The holding period of LTI Common Stock received by
each shareholder of Speedcom in the Merger will include the
holding
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period of Speedcom Common Stock exchanged therefor, provided
that such shareholder held such Speedcom Common Stock as a
capital asset within the meaning of Section 1221 of the Code
on the date of the Merger.
4. Limitations.
We express no opinion on the following matters:
The tax treatment of the Merger under other provisions of the
Code and the regulations thereunder.
The tax treatment of any conditions existing at the time of,
or effects resulting from, the Merger that are not specifically addressed
herein, including without limitation the tax treatment of any shareholder of
Speedcom who acquired Speedcom Common Stock pursuant to an employee stock option
or otherwise as compensation.
The tax treatment of the Merger under the laws of any state or
commonwealth or any other jurisdiction other than the United States.
Our opinions are based upon the existing provisions of the
Code, the regulations thereunder, published revenue rulings, procedures, and
releases of the Internal Revenue Service, and existing court decisions, any of
which could be changed at any time. Any of such changes may be retroactive with
respect to transactions entered into prior to the date of such changes and could
modify our opinions retroactively. The Internal Revenue Service is not bound by
our opinions and, accordingly, is not precluded from asserting positions
contrary to our opinions. Further, the opinions expressed herein are based upon
our best interpretations of existing sources of law and express what, based on
these sources, we believe a court would likely conclude if presented with these
issues. However, no assurance can be given that such interpretations would be
followed if they became the subject of judicial or administrative proceedings.
This opinion is expressed as of the date hereof, and we are under no obligation
to supplement or revise our opinion to reflect any changes (including changes
that have retroactive effect) (i) in applicable law or (ii) in any information,
document, corporate record, covenant, statement, representation or assumption
stated herein which becomes untrue or incorrect.
As explained above, our opinions, as set forth herein, are
based upon the representations and factual statements referred to herein. If any
such representation or factual statement is inaccurate or incorrect in any
material respect now or at the Effective Time, any or all of the opinions
expressed herein with respect to the Merger may become inapplicable.
This opinion is solely for the benefit of the addressee hereof
and may not be relied upon in any manner by any other person or entity. We
hereby consent to the filing of this opinion as an exhibit to the Proxy
Statement/Prospectus and the reference to the above-
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mentioned opinion under the caption "CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF
THE MERGER." In giving such consent, we do not admit that we are "experts"
within the meaning of Section 11 of the Securities Act of 1933, as amended, or
within the category of persons whose consent is required under Section 7 the
Act.
Very truly yours,
/s/ Foley & Lardner
