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EXHIBIT 8.1
[LETTERHEAD OF GIBSON, DUNN & CRUTCHER LLP]
December 12, 2000
(213) 229-7000 C63829-00004
Marvell Technology Group Ltd
Richmond House, 3rd Floor
12 Par la Ville Road
Hamilton HM DX
Bermuda
Re: Acquisition of Galileo Technology Ltd.
Ladies and Gentlemen:
We have acted as counsel to Marvell Technology Group Ltd., a Bermuda
corporation ("Marvell"), in connection with the preparation and execution of the
Agreement of Merger dated as of October 16, 2000, as amended (the "Merger
Agreement"), by and among Marvell, Toshack Acquisitions Ltd., an Israeli
corporation and a direct wholly-owned subsidiary of Marvell ("Acquisition"), and
Galileo Technology Ltd., an Israeli corporation ("Galileo"). Pursuant to the
Merger Agreement, Acquisition will merge with and into Galileo (the "Merger"),
and Galileo will become a wholly-owned subsidiary of Marvell. All section
references, unless otherwise indicated, are to the Internal Revenue Code of
1986, as amended (the "Code").
This opinion is being rendered pursuant to Section 5.3(e) of the Merger
Agreement. In rendering this opinion, we have reviewed the Merger Agreement and
such other documents as we have deemed necessary or appropriate. We have relied
upon the truth and accuracy at all relevant times of the facts, statements,
covenants, representations and warranties contained in the Merger Agreement, the
Registration Statement (Registration No. 333-50206) on Form S-4 (with all
amendments thereto, the "Registration Statement") filed with the Securities and
Exchange
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Marvell Corporation
December 12, 2000
Page 2
Commission (the "Commission") and the certificates, dated as of the date hereof,
received from Marvell and Galileo. We have also assumed the authenticity of
original documents submitted to us, the conformity to the originals of documents
submitted to us as copies, and the due and valid execution and delivery of all
such documents where due execution and delivery are a prerequisite to the
effectiveness thereof.
Based upon the foregoing, it is our opinion that (i) the Merger will be
treated for federal income tax purposes as a reorganization within the meaning
of Section 368(a), and (ii) each of Marvell, Acquisition and Galileo will be
treated as a corporation that is a party to the reorganization within the
meaning of Section 368(b). It is also our opinion that the discussion under the
heading "Material United States Federal Income Tax Consequences of the Merger"
in the Joint Proxy Statement/Prospectus (the "Prospectus") that is a part of the
Registration Statement to the extent that it constitutes matters of law
constitutes a fair and accurate summary of the material United States federal
income tax consequences of the Merger under current law.
This opinion represents our best judgment regarding the application of
federal income tax laws under the Code, existing judicial decisions,
administrative regulations and published rulings and procedures. Our opinion is
not binding upon the Internal Revenue Service or the courts, and there is no
assurance that the Internal Revenue Service will not successfully assert a
contrary position. Furthermore, no assurance can be given that future
legislative, judicial or administrative changes, on either a prospective or
retroactive basis, would not adversely affect the accuracy of the conclusions
stated herein. We undertake no responsibility to advise you of any new
developments in the application or interpretation of the federal income tax
laws. Furthermore, in the event any one of the statements, representations,
warranties or assumptions upon which we have relied to issue this opinion is
incorrect, our opinion might be adversely affected and may not be relied upon.
This opinion addresses only the matters described above, and does not
address any other federal, state, local or foreign tax consequences that may
result from the Merger or any other transaction undertaken in connection with
the Merger.
We hereby consent to the filing of this opinion with the Commission as an
Exhibit to the Registration Statement. We also consent to the use of our name
under the heading "Material United States Federal Income Tax Consequences of the
Merger" in the Prospectus (without admitting that we are "experts" under the
Securities Act or the rules and regulations of the Commission issued
thereunder).
Very truly yours,
/s/ Gibson, Dunn & Crutcher LLP
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GIBSON, DUNN & CRUTCHER LLP
SLT/ESB
