<PAGE> 1
EXHIBIT 8.1
[COOLEY GODWARD LLP LETTERHEAD]
November __, 2000
Coulter Pharmaceutical Inc.
600 Gateway Boulevard
South San Francisco, CA 94080
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 dated as of October 15, 2000 (the "Merger
Agreement"), by and among Corixa Corporation, a Delaware corporation ("Corixa"),
Clearwater Acquisitions Corporation, a Delaware corporation ("Merger Sub"), and
Coulter Pharmaceutical Inc., a Delaware corporation ("Coulter").
Except as otherwise provided, capitalized terms used but not defined herein
shall have the meanings set forth in the Merger 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 Coulter 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 Merger Agreement;
(b) the Registration Statement;
(c) those certain tax representation letters delivered to us by Corixa,
Merger Sub and Coulter pursuant to Section 6.1(f) of the Merger Agreement (the
"Tax Representation Letters"); and
(d) such other instruments and documents related to the formation,
organization and operation of Corixa, Merger Sub and Coulter or to the
consummation of the Merger and the other transactions contemplated by the Merger
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:
(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
<PAGE> 2
Coulter Pharmaceutical Inc.
November __, 2000
Page Two
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
Corixa, Merger Sub and Coulter, their managements, employees, officers,
directors and stockholders in connection with the Merger, including, but not
limited to, those set forth in the Merger Agreement (including the exhibits
thereto) and the Tax Representation Letters are true and accurate at all
relevant times;
(c) All covenants contained in the Merger 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 Corixa and Coulter 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 Merger
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;
(g) At all relevant times prior to and including the Effective Time,
(i) no outstanding indebtedness of Corixa, Coulter or Merger Sub has
represented or will represent equity for tax purposes, (ii) no outstanding
equity of Corixa, Coulter or Merger Sub has represented or will represent
indebtedness for tax purposes and (iii) no outstanding security, instrument,
agreement or arrangement that provides for, contains, or represents a right
either to acquire Coulter's capital stock or to share in the appreciation
thereof constitutes or will constitute "stock" for purposes of Section 368(c)
of the Code; and
(h) The opinion rendered by Orrick, Herrington & Sutcliffe LLP to Corixa
pursuant to Section 6.1(f) of the Merger Agreement has been delivered and has
not been withdrawn.
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 constitute 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 and believe that the
discussion of federal income tax issues contained in the Registration Statement
entitled "Material U.S. Federal Income Tax Consequences," insofar as it relates
to statements of law and legal conclusions, sets forth the material United
States federal income tax considerations generally applicable to the Merger and
is correct and accurate 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 Merger Agreement and does not address the federal tax
consequences of any transaction other than the Merger as described in the Merger
Agreement. In addition, no opinion is expressed as to any federal tax
consequence of the
<PAGE> 3
Coulter Pharmaceutical Inc.
November __, 2000
Page Three
Merger or the other transactions contemplated by the Merger 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 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 Coulter 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.
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
---------------------------------
Robert H. Miller
