<PAGE> 1
EXHIBIT 8.1
[LETTERHEAD OF COOLEY GODWARD LLP]
November 16, 2000
VerticalNet, Inc.
700 Dresher Road
Horsham, Pennsylvania 19044
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 (i) the
exchange offer (the "Offer") proposed to be made by VerticalNet, Inc., a
Pennsylvania corporation ("Parent"), through its wholly owned subsidiary Truckee
Acquisition Corp., a Delaware corporation ("Acquisition"), to exchange shares of
Parent for shares of Sierracities.com, a Delaware corporation (the "Company"),
and (ii) the proposed merger of Acquisition with and into the Company (the
"Merger"), in each case pursuant to the Agreement and Plan of Merger dated as of
November 6, 2000, by and among Parent, Acquisition and the Company (the
"Reorganization Agreement").
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 Parent in connection with the Offer and the Merger
(together the "Transaction"). 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 of even date herewith
delivered to us by Parent, Acquisition and the Company (the "Tax Representation
Letters"); and
<PAGE> 2
VerticalNet, Inc.
November 16, 2000
Page Two
(d) such other instruments and documents related to the formation,
organization and operation of Parent, Acquisition and the Company and to the
consummation of the Transaction and the other transactions contemplated by the
Reorganization Agreement as we have deemed necessary or appropriate.
In 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 documents have been (or will be by the commencement
of the Offer or the Merger, as the case may be) 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
Parent, Acquisition and the Company, their managements, employees, officers,
directors and stockholders in connection with the Transaction, 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 Offer and the Merger will be consummated in accordance with the
Reorganization Agreement without any waiver or breach of any material provision
thereof, and the Offer and Merger will be effective under applicable state law;
(e) Any representation or statement made "to the knowledge of" or
similarly qualified is correct without such qualification; and
(f) The opinion of even date herewith rendered by Dewey Ballantine LLP to
the Company pursuant to the Reorganization 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 and in the Proxy
Statement included in the Registration Statement under the heading "Material
Federal Income Tax Consequences," we are of the opinion that, although the
matter is not free from doubt, for federal income tax purposes the Transaction
will constitute a reorganization within the meaning of Section 368(a) of the
Code.
<PAGE> 3
VerticalNet, Inc.
November 16, 2000
Page Three
This opinion does not address the various state, local or foreign tax
consequences that may result from the Transaction or the other transactions
contemplated by the Reorganization Agreement and does not address the federal
tax consequences of any transaction other than the Transaction as described in
the Reorganization Agreement. In addition, no opinion is expressed as to any
federal income tax consequence of the Transaction 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 any transaction whatsoever, including the
Transaction, 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 Transaction 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 Parent 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
VerticalNet, Inc.
November 16, 2000
Page Four
We consent to the reference to our firm under the caption "Material 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
/s/ Webb B. Morrow III
----------------------
Webb B. Morrow III
WBM:dm
