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EXHIBIT 08.01
[COOLEY GODWARD LLP LETTERHEAD]
October __, 2000
Quokka Sports, Inc.
525 Brannan Street
Ground Floor
San Francisco, CA 94107
Ladies and Gentlemen:
This opinion is being delivered to you in connection with the Form S-4
Registration Statement (the "Registration Statement") filed pursuant to the
Agreement and Plan of Merger and Reorganization dated as of July 20, 2000, (the
"Reorganization Agreement") by and among Quokka Sports, Inc., a Delaware
corporation ("Acquiror"), and Total Sports Inc., a Delaware corporation
("Target").
Except as otherwise provided, capitalized terms used but not defined herein
shall have the meanings set forth in the Reorganization Agreement. All section
references, unless otherwise indicated, are to the Internal Revenue Code of
1986, as amended (the "Code").
We have acted as counsel to Acquiror in connection with the Merger. As such, and
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):
(a) the Reorganization Agreement;
(b) the Registration Statement;
(c) those certain tax representation letters dated October __, 2000,
and delivered to us by Acquiror and Target (the "Tax Representation Letters");
and
(d) such other instruments and documents related to the formation,
organization and operation of Acquiror and Target and to the consummation of the
Merger and the other transactions contemplated by the Reorganization 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:
