<PAGE> 1
EXHIBIT 08.01
[COOLEY GODWARD LLP LETTERHEAD]
October 11, 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:
<PAGE> 2
[COOLEY GODWARD LLP LETTERHEAD]
Quokka Sports, Inc.
October 11, 2000
Page Two
(a) Original documents submitted to us (including signatures thereto)
are authentic, documents submitted to us as copies conform to the original
documents, and that all such documents have been (or will be by the Effective
Time) duly and validly executed and delivered where due execution and delivery
are a prerequisite to the effectiveness thereof;
(b) All representations, warranties and statements made or agreed to by
Acquiror and Target, their managements, employees, officers, directors and
stockholders in connection with the Merger, including, but not limited to, those
set forth in the Reorganization Agreement (including the exhibits thereto) and
the Tax Representation Letters are true and accurate at all relevant times;
(c) All covenants contained in the Reorganization Agreement (including
exhibits thereto) and the Tax Representation Letters are performed without
waiver or breach of any material provision thereof;
(d) The Merger will be reported by Acquiror and Target on their
respective federal income tax returns in a manner consistent with the opinion
set forth below;
(e) The Merger will be consummated in accordance with the
Reorganization Agreement without any waiver or breach of any material provision
thereof, and the Merger will be effective under applicable state law;
(f) Any representation or statement made "to the knowledge of" or
similarly qualified is correct without such qualification; and
Based on our examination of the foregoing items and subject to the limitations,
qualifications, assumptions and caveats set forth herein, we are of the opinion
that, for federal income tax purposes, the Merger will be a reorganization
within the meaning of Section 368(a) of the Code.
In addition to your request for our opinion on this specific matter of federal
income tax law, you have asked us to review the discussion of federal income tax
issues contained in the Registration Statement. We have reviewed the discussion
entitled "Material U.S. Federal Income Tax Consequences" contained in the
Registration Statement and believe that, insofar as it relates to statements of
law and legal conclusions, it is correct in all material respects.
This opinion does not address the various state, local or foreign tax
consequences that may result from the Merger or the other transactions
contemplated by the Reorganization Agreement. In
<PAGE> 3
[COOLEY GODWARD LLP LETTERHEAD]
Quokka Sports, Inc.
October 11, 2000
Page Three
addition, no opinion is expressed as to any federal income tax consequence of
the Merger or the other transactions contemplated by the Reorganization
Agreement except as specifically set forth herein, and this opinion may not be
relied upon except with respect to the consequences specifically discussed
herein. No opinion is expressed as to the federal income tax treatment that may
be relevant to a particular investor in light of personal circumstances or to
certain types of investors subject to special treatment under the federal income
tax laws (for example, financial institutions, insurance companies, foreign
individuals and entities, tax-exempt entities, dealers in securities, persons
who are subject to the alternative minimum tax provisions of the Code, persons
who acquired their shares of Target capital stock pursuant to the exercise of an
employee option (or otherwise as compensation), persons whose shares of Target
capital stock are qualified small business stock for purposes of Section 1202 of
the Code, or persons who acquired Target capital stock as part of an integrated
investment, such as a "hedge," "straddle," or other risk reduction transaction,
composed of Target capital stock and one or more other positions).
No opinion is expressed as to any transaction other than the Merger as described
in the Reorganization Agreement, or as to any transaction whatsoever, including
the Merger, if any of the representations, warranties, statements and
assumptions material to our opinion and upon which we have relied are not
accurate and complete in all material respects at all relevant times.
This opinion only represents our best judgment as to the federal income tax
consequences of the Merger and is not binding on the Internal Revenue Service or
any court of law, tribunal, administrative agency or other governmental body.
The conclusions are based on the Code, existing judicial decisions,
administrative regulations and published rulings. No assurance can be given that
future legislative, judicial or administrative changes or interpretations would
not adversely affect the accuracy of the conclusions stated herein.
Nevertheless, by rendering this opinion, we undertake no responsibility to
advise you of any new developments in the application or interpretation of the
federal income tax laws.
This opinion is being delivered solely in connection with the filing of the
Registration Statement. It is intended for the benefit of Acquiror and may not
be relied upon or utilized for any other purpose or by any other person and may
not be made available to any other person without our prior written consent.
<PAGE> 4
[COOLEY GODWARD LLP LETTERHEAD]
Quokka Sports, Inc.
October 11, 2000
Page Four
We consent to the reference to our firm under the caption "Material U.S. Federal
Income Tax Consequences" in the Proxy Statement included in the Registration
Statement and to the reproduction and filing of this opinion as an exhibit to
the Registration Statement.
Sincerely,
COOLEY GODWARD LLP
BY: /s/ Susan Cooper Philpot
------------------------
Susan Cooper Philpot
