<PAGE> 1
Exhibit 08.02
October , 2000
Total Sports, Inc.
133 Lafayetteville Street Mall
Sixth Floor
Raleigh, NC 27601
Ladies and Gentlemen:
We have acted as counsel to you in connection with the merger (the "Merger") of
Total Sports, Inc. ("Total") with and into Quokka Sports, Inc. ("Quokka"). This
opinion letter is being furnished to you pursuant to Sections 5.12 and 7.5(a) of
the Agreement and Plan of Merger and Reorganization, dated as of July 20, 2000
(the "Merger Agreement"), by and among Total and Quokka. Unless otherwise
specified herein, all capitalized terms shall have the meanings ascribed to them
in the Merger Agreement.
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 the Merger
Agreement, the Form S-4 Registration Statement filed by Quokka with the
Securities and Exchange Commission on ________ __, ____ (the "Registration
Statement") and such other documents and information as we have deemed necessary
or appropriate as a basis for the opinions set forth below. Our opinions are
expressly conditioned on, among other things, the accuracy as of the date
hereof, and the continuing accuracy of all of such facts, information,
covenants, statements and representations up to and including the Effective
Time.
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 certified or photostatic copies and the authenticity of the originals of such
documents. We have also assumed that the contemplated transactions will be
consummated at the Effective Time in accordance with the terms of the Merger
Agreement. In addition, we have, with your consent, relied upon statements,
representations and covenants contained in letters executed by officers of
Quokka and Total, dated September 25, 2000 (the "Representation Letters").
In rendering our opinions, we have considered applicable provisions of the
Internal Revenue Code of 1986, as amended (the "Code"), Treasury Regulations
promulgated thereunder (the "Regulations"), judicial decisions, rulings of the
Internal Revenue Service and such other authorities as we have considered
relevant. It should be noted that such Code, 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 or
the facts, information, covenants, statements, representations or assumptions
upon which our opinion is based could affect our conclusions herein.
Based upon and subject to the foregoing, we are of the opinion, and hereby
confirm our opinion set forth in the Registration Statement under the caption
"Material U.S. Federal Income Tax Consequences" that
