<PAGE> 1
EXHIBIT 8.2
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE NEW YORK, NY 10153-0119
(212) 310-8000
FAX: (212) 310-8007
December 12, 2000
Galileo Technology Ltd.
Moshav Manof
D.N. Misgav 20184
Israel
Ladies & Gentlemen:
You have requested our opinion regarding certain United States
federal income tax consequences of the merger (the "Merger") of Toshack
Acquisitions Ltd., a corporation formed under the laws of the State of Israel
("Acquisition") and a direct, wholly-owned subsidiary of Marvell Technology
Group Ltd., a Bermuda corporation ("Parent"), with and into Galileo Technology
Ltd., a corporation formed under the laws of the State of Israel ("Company").
In formulating our opinion, we examined such documents as we
deemed appropriate, including the Agreement of Merger, dated as of October 16,
2000, by and among Parent, Company and Acquisition (with all the amendments
thereto, the "Merger Agreement"), the Joint Proxy Statement/Prospectus filed by
Parent with the Securities and Exchange Commission (the "SEC") and the
Registration Statement filed on Form S-4 by Parent with the SEC on December 12,
2000, in which the Joint Proxy Statement/Prospectus is included as a part (with
all the amendments thereto, the "Registration Statement"). In addition, we have
obtained such additional information as we deemed relevant and necessary through
consultation with various officers and representatives of Parent and Company.
Our opinion set forth below assumes (1) the accuracy of the statements and facts
concerning the Merger set forth in the Merger Agreement, the Joint Proxy
Statement/Prospectus and the Registration Statement, (2) the consummation of the
Merger in the manner contemplated by, and in accordance with the terms set forth
in, the Merger Agreement, the Joint Proxy Statement/Prospectus and the
Registration Statement, (3) the accuracy as of the Effective Time of the
representations made by Parent which are set forth in the Certificate delivered
to us by Parent and dated the date hereof, (4) the accuracy as of the Effective
Time of the representations made by Company which are set
<PAGE> 2
forth in the Certificate delivered to us by Company and dated the date hereof,
(5) that any representations made in such Certificates or in the Merger
Agreement "to the knowledge of" or similarly qualified will be true, correct and
complete at the Effective Time without such qualifications, and (6) no change in
law applicable to the Merger shall occur from the date hereof through the
Effective Time.
Based upon the facts and statements set forth above, our
examination and review of the documents referred to above and subject to the
assumptions set forth herein, we are of the opinion that the Merger will be
treated for federal income tax purposes as a reorganization within the meaning
of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code").
We express no opinion concerning any tax consequences of the
Merger other than that specifically set forth herein. You should be aware that
legal opinions are not binding upon the Internal Revenue Service or the courts,
and there can be no assurance that a contrary position would not be asserted by
the Internal Revenue Service.
Our opinion is based on current provisions of the Code, the
Treasury Regulations promulgated thereunder, published pronouncements of the
Internal Revenue Service and case law, any of which may be changed at any time
with retroactive effect. Any change in applicable laws or facts and
circumstances surrounding the Merger, or any inaccuracy in the statements,
facts, assumptions and representations on which we have relied, may affect the
continuing validity of the opinions set forth herein. We assume no
responsibility to inform you of any such change or inaccuracy that may occur or
come to our attention.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the use of our name under the caption "The
Merger - Material United States Federal Income Tax Consequences of the Merger"
in the Joint Proxy Statement/Prospectus.
Very truly yours,
/s/ Weil, Gotshal & Manges LLP
------------------------------
WEIL, GOTSHAL & MANGES LLP
2
