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Exhibit 8.01
[Form of O'Melveny & Myers LLP Tax Opinion]
, 2000
At Home Corporation
450 Broadway Street
Redwood City, California 94603
Re: Merger of At Home Corporation and Pogo.com Inc.
Ladies and Gentlemen:
You have requested our opinion regarding the material federal income tax
consequences of the proposed reorganization (the "Reorganization") involving
the exchange of stock of Pogo. com Inc., a Delaware corporation ("Pogo") for
stock of At Home Corporation, a Delaware corporation ("Excite@Home") in a
statutory merger of Pogo with and into Pogo Acquisition Corp., a Delaware
corporation ("Merger Sub") and a wholly-owned subsidiary of Excite@Home, in a
transaction intended to qualify as a reorganization under Section 368(a)(1) of
the Internal Revenue Code of 1986, as amended (the "Code")./1/
In connection with this opinion, we have examined such documents and matters
of law and fact as we have considered appropriate, including (i) the Agreement
and Plan of Merger, dated as of August 30, 2000, a amended (the "Agreement");
(ii) the Registration Statement on Form S-4 (No. 333- ), as amended, filed
by Excite@Home with the Securities and Exchange Commission (the "Registration
Statement"); and (iii) the Tax Certificates from Excite@Home and Pogo to the
undersigned (the "Certificates"), in the form attached hereto. In connection
with this opinion, we are assuming that the representations made by Excite@Home
and Pogo in the Agreement and in the Certificates are true and correct as of
the date of this opinion, and we are relying on each of such representations.
In addition, with your consent, we have assumed or obtained representations
(and are relying thereon, without any independent investigation or review
thereof) that (a) original documents (including signatures) are authentic,
documents submitted to us as copies conform to the original documents, and
there has been (or will be by the Effective Time of the Merger, as defined in
the Agreement) due execution and delivery of all documents where due execution
and delivery are prerequisites to effectiveness thereof, and (b) the Merger
will be effective under the laws of the State of Delaware.
Opinion
Based on the foregoing, and our review and analysis of the current state of
the law, it is our opinion that the exchange of the stock of Pogo for the stock
of Excite@Home will be treated for federal income tax purposes as a
reorganization within the meaning of Section 368(a)(1) of the Code and that
Excite@Home, Pogo and Merger Sub will each be a party to that reorganization
within the meaning of Section 368(b) of the Code.
This opinion is limited to the tax matters specifically covered herein, and
we have not been asked to address, nor have we addressed, any other tax
consequences of the Reorganization. The opinion herein is based on current
authorities and upon facts and assumptions as of the date of this opinion. It
is subject to change in the event of a change in the applicable law or change
in the interpretation of such law by the courts or by the Internal Revenue
Service, or a change in any of the facts and assumptions upon which it is
based. There is no assurance that legislative or administrative changes or
court decisions may not be forthcoming which would significantly modify the
statements and opinions expressed herein. Any such administrative changes or
court decisions may or may not be retroactive with respect to transactions
prior to the date of such changes or decisions. This opinion represents only
counsel's best legal judgment, and has no binding effect or official
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/1 /All references to Sections are to the Internal Revenue Code of 1986, as
amended.
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status of any kind, and therefore no assurance can be given that the positions
set forth above will be sustained by a court, if contested.
This opinion is delivered to Excite@Home for the benefit of Excite@Home.
This opinion may not be made available to, nor may it be relied upon by, any
other person or entity without our prior written consent.
Respectfully submitted,
