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EXHIBIT 8.2
GREENSFELDER, HEMKER & GALE, P.C.
ATTORNEYS AT LAW
2000 EQUITABLE BUILDING
10 SOUTH BROADWAY
ST. LOUIS, MISSOURI 63102-1774
July 28, 2000
JONES PHARMA INCORPORATED
1945 Craig Road
St. Louis, Missouri 63143
King Pharmaceuticals, Inc.
501 Fifth Street
Bristol, Tennessee 37620
Ladies and Gentlemen:
This opinion is being delivered to you pursuant to the Agreement and Plan of
Merger dated as of July 13, 2000 (the "Merger Agreement"), by and among King
Pharmaceuticals, Inc., a Tennessee corporation ("King"), Spirit Acquisition
Corp., a Delaware corporation and wholly owned subsidiary of King ("Merger
Sub"), and JONES PHARMA INCORPORATED, a Delaware corporation ("Jones") and in
connection with the Registration Statement on Form S-4 (the "Registration
Statement") being filed of even date herewith with respect to the shares of
common stock of King, without par value, to be issued pursuant to the Merger
Agreement. 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 Jones in connection with the Merger Agreement and
are so acting in connection with the Merger contemplated thereby. 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) those certain tax
representation letters of even date herewith delivered to us by King and by
Jones containing certain representations of King and of Jones (the "Tax
Representation Letters"); and (c) such other instruments and documents related
to the formation, organization and operation of King, Merger Sub and Jones and
related to the consummation of the Merger and the other transactions
contemplated by the Merger Agreement as we have deemed necessary or appropriate.
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In connection with rendering this opinion, we have assumed (without any
independent investigation or review thereof) that:
- 1. 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;
- 2. All representations, warranties and statements made or agreed to by
King, Merger Sub and Jones, their managements, employees, officers,
directors and shareholders 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;
- 3. 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;
- 4. The Merger will be consummated in accordance with the terms of the
Merger Agreement, will be effective under the laws of the State of
Delaware, and will be reported by King and by Jones on their respective
federal income tax returns in a manner consistent with the opinion set
forth below; and
- 5. Any representation or statement made "to the best of knowledge" or
similarly qualified is correct without such qualification.
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)(1) 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 "Federal Income Tax Consequences of the Merger" 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.
We consent to the filing of this opinion as an exhibit to the Registration
Statement. 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. In addition, no opinion is expressed as to
any federal income tax consequence of the Merger or the other transactions
contemplated by the Merger Agreement except as specifically set forth herein.
This opinion may not be relied upon except with respect to the consequences
specifically discussed herein. Furthermore, this opinion only relates to the
holders of Jones capital stock who hold such stock as a capital asset. No
opinion is expressed as to the federal income tax treatment that may be
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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, stockholders who are dealers in securities, banks,
insurance companies or tax-exempt organizations, who are subject to the
alternative minimum tax provisions of the Code, who are non-United States
persons, who acquired their shares of Jones capital stock in connection with
stock option or stock purchase plans or in other compensatory transactions, or
who hold their Jones capital stock as a hedge or as part of a hedging, straddle,
conversion or other risk reduction transaction). No opinion is expressed as to
any transaction other than the Merger as described in the Merger Agreement, or
as to any other transaction whatsoever, including the Merger, if all of the
transactions described in the Merger Agreement are not consummated in accordance
with the terms of the Merger Agreement and without waiver of any material
provision thereof.
To the extent that 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, our
opinion would be adversely affected and should not be relied upon. 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 Registration
Statement. It is intended for the benefit of Jones, King and Merger Sub 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.
Yours very truly
GREENSFELDER, HEMKER & GALE, P.C.
