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Exhibit 8.1
[DYKEMA GOSSETT LETTERHEAD]
August 1, 2000
Interface Systems, Inc.
5855 Interface Drive
Ann Arbor, Michigan 48103
Gentlemen:
We have acted as counsel to Interface Systems, Inc., a
Michigan corporation ("Interface"), in connection with the contemplated
merger under the laws of the State of Michigan and the State of
Delaware (the "Merger") of Maize Acquisition Sub, Inc., a Delaware
corporation ("Maize") and a wholly-owned subsidiary of Tumbleweed
Communications Corp. ("Tumbleweed"), with and into Interface, pursuant
to an Agreement and Plan of Merger dated as of June 28, 2000, (the
"Merger Agreement"), by and among Interface, Maize and Tumbleweed. All
capitalized terms used herein, unless otherwise specified, have the
meanings assigned to them in the Merger Agreement.
In rendering our opinion, we have relied upon the accuracy and
completeness of the facts, information, covenants and representations
contained in originals or copies, certified or otherwise identified to
our satisfaction, of the Merger Agreement and such other documents as
we have deemed necessary or appropriate as a basis for the opinion set
forth below. In addition, we have relied upon certain statements and
representations, without independent review or investigation, made by
executives of Interface and Tumbleweed, including those set forth in
representation letters provided to us by Interface and Tumbleweed in
connection with the issuance of this opinion letter. We have assumed
that such statements and representations are true, correct, complete
and will not be breached and will continue to be so through the date of
the Merger and that no actions will be taken that are inconsistent with
such statements and representations. We have assumed that any
representation or statement made "to the best of knowledge" or
similarly qualified is correct without qualification. As to all matters
in which a person or entity making a representation has represented
that such person or entity is not a party to, or 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. Our opinion is conditioned on, among other
things, the initial and continuing accuracy of such facts,
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information, covenants, statements, representations and assumptions.
Any inaccuracy or breach of any of these could adversely affect our
opinion.
We have assumed that no Trigger Event as defined in the Stock
Option Agreement dated June 28, 2000 between Interface and Tumbleweed
will occur and, accordingly, that no shares of Interface common stock
will be acquired by Tumbleweed pursuant to this Stock Option Agreement.
In our examination, we have assumed the genuineness of all
signatures, the legal capacity of 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 Merger will be consummated in accordance with the
Merger Agreement.
In rendering our opinion, we have considered the applicable
provisions of the Internal Revenue Code of 1986, as amended (the
"Code"), Treasury Regulations promulgated thereunder, pertinent
judicial authorities, interpretive rulings of the Internal Revenue
Service (the "Service") and such other authorities as we have
considered relevant. It should be noted that statutes, regulations,
judicial decisions and administrative interpretations are subject to
change at any time and, in some circumstances, with retroactive effect.
A material change in the authorities upon which our opinion is based
could materially adversely affect our conclusions. We undertake no
responsibility to update this opinion for changes in the law or
relevant facts subsequent to the date of this letter.
We express no opinions other than those expressly set forth
herein. These opinions have no binding effect on the Service, and no
assurance can be given that contrary positions may not be taken by the
Service or a court considering the issues. Although we believe that our
opinions will be sustained if challenged, there can be no assurances to
this effect. No opinion is expressed as to the tax consequences under
any foreign, state, or local tax law of the Merger or any transactions
related thereto.
DESCRIPTION OF THE MERGER
The following is a summary of the material terms of the
Merger, the details of which are more fully described in the Merger
Agreement.
The Merger Agreement provides that, subject to the
satisfaction or waiver of the conditions set forth therein, Maize will
merge with and into Interface pursuant to the laws of the State of
Michigan and the State of Delaware. Upon consummation of the Merger,
each outstanding share of Interface common stock, will be converted
into the right to receive .264 shares of Tumbleweed voting common
stock.
No fractional shares of Tumbleweed common stock will be
issued. Each holder who would otherwise be entitled to a fractional
share of Tumbleweed common stock will receive a cash payment equal to
the product of the fractional interest and the per share closing price
on the date of the Effective Time.
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OPINION
Based solely upon the foregoing, we are of the opinion that under
current law:
(i) the Merger will constitute a reorganization within the
meaning of Section 368(a) of the Code, and Interface, Tumbleweed and
Maize will each be a "party to the reorganization" within the meaning
of Section 368 of the Code; and
(ii) the discussion in the Registration Statement on Form S-4
filed by Tumbleweed with reference to the Merger under the heading
"Certain United States Federal Income Tax Consequences" is accurate.
This opinion is solely for the benefit of Interface and is not to be
used, circulated, quoted or otherwise referred to for any purpose without our
express written permission.
We consent to the inclusion of this opinion as an exhibit to the
Registration Statement of Citizens on Form S-4. In giving our consent, we do not
concede that we are "experts" within the meaning of the Securities Act of 1933,
as amended (the "Act"), or the rules or regulations thereunder or that this
consent is required by Section 7 of the Act.
Sincerely,
DYKEMA GOSSETT PLLC
/s/ Mark C. Larson
Mark C. Larson
