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[LETTERHEAD OF PIPER MARBURY RUDNICK & WOLFE LLP]
Exhibit 8.1
August 25, 2000
LTI Holdings, Inc.
5115 New Peachtree Road
Suite 200
Atlanta, GA 30341
Sirs:
We have acted as counsel to LTI Holdings, Inc. ("LTI") in connection
with the transactions (the "Transactions") contemplated by the Agreement and
Plan of Merger (the "Merger Agreement"), dated as of August 4, 2000, by and
among LTI and Speedcom Wireless International Corporation ("Speedcom"). Except
where otherwise specified, all capitalized terms used herein, unless otherwise
specified, shall have the meanings ascribed to them in the Merger Agreement.
In rendering our opinions, we have examined and relied upon the
accuracy and completeness of the facts, information, covenants, statements and
representations contained in originals or copies, certified or otherwise
identified to our satisfaction, of such documents relating to the Transactions
(the "Transaction Documents") as we have deemed necessary or appropriate as a
basis for the opinions set forth below, including the Merger Agreement and the
proxy statement/prospectus on Form S-4 (the "Proxy Statement") pursuant to which
shareholders of LTI will be asked to approve the Transactions. We have assumed
the accuracy as of the date hereof, and the accuracy as of the Effective Time,
of such facts, information, covenants, statements and representations, as well
as the absence of any change in the foregoing that are material to such opinions
between the date hereof and the Effective Time.
We have assumed the genuineness of all signatures, the legal capacity
of all natural persons, the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us
as certified or photostatic copies and the authenticity of the originals of such
documents. We have also assumed that the transactions contemplated by the
Transaction Documents and such other documents as we have examined will be
consummated in accordance with the terms of such documents and as described in
the Proxy Statement. Our opinions are expressly conditioned on the accuracy of
such assumptions.
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LTI Holdings, Inc.
August 25, 2000
Page 2
In rendering our opinions, we have considered the applicable provisions
of the U.S. Internal Revenue Code of 1986, as amended (the "Code"), Treasury
Regulations promulgated thereunder by the Treasury Department (the
"Regulations"), pertinent judicial authorities, rulings of the U.S. Internal
Revenue Service and such other authorities as we have considered relevant. It
should be noted that the Code, the Regulations, judicial decisions,
administrative interpretations and such other authorities are subject to change
at any time and, in some circumstances, with retroactive effect. A material
change in any of the authorities upon which our opinions are based could affect
our conclusions stated herein. In addition, there can be no assurance that the
Internal Revenue Service would not take a position contrary to that which is
stated in this opinion letter.
Based upon and subject to the foregoing, we are of the opinion that:
(1) Neither LTI nor its stockholders will recognize gain or loss for
federal income tax purposes as a result of the merger of Speedcom into LTI
pursuant to the Merger Agreement, except for stockholders of LTI who exercise
dissenters' rights.
(2) The reverse stock split of LTI, as described in the Proxy
Statement, will qualify as a recapitalization, within the meaning of Section
368(a)(1)(E) of the Code, and no gain or loss will be recognized for federal
income tax purposes by LTI or its stockholders as a result of such reverse stock
split, except with respect to cash received in lieu of fractional shares.
Except as set forth above, we express no opinion to any party as to any
consequences of the Transactions (including, without limitation, any
consequences to Speedcom or its stockholders). We are furnishing this opinion to
you solely in connection with the Proxy Statement and it is not to be used,
relied upon, circulated, quoted or otherwise referred to by any other person for
any other purpose without our prior written consent. This opinion is expressed
as of the date hereof, and we disclaim any undertaking to advise you of any
subsequent changes of the matters stated, represented or assumed herein or any
subsequent changes in applicable law. We hereby consent to the filing of this
opinion as an exhibit to the Proxy Statement and to the reference therein to
Piper Marbury Rudnick & Wolfe LLP under the headings "The Merger--Certain
Material United States Federal Income Tax Consequences of the
Merger--Consequences to LTI and LTI Stockholders" and "Reverse Stock
Split--Certain United States Federal Income Tax Consequences of the Reverse
Split."
Very truly yours,
/s/ Piper Marbury Rudnick & Wolfe LLP
