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EXHIBIT 8.2
[DUANE, MORRIS & HECKSCHER LLP LETTERHEAD]
September 6, 2000
HT Medical Systems, Inc.
55 W. Watkins Mill Road
Gaithersburg, MD 20878
RE: IMMERSION CORPORATION/HT MEDICAL SYSTEMS, INC. MERGER
Ladies and Gentlemen:
We have acted as counsel to you in connection with the Registration
Statement on Form S-4 (the "Registration Statement") to be filed with the
Securities and Exchange Commission pursuant to the Agreement and Plan of
Reorganization dated July 31, 2000 (the "Agreement") by the among Immersion
Corporation, a Delaware corporation ("Immersion"), HT Medical Systems, Inc., a
Maryland corporation ("Target"), HT Merger, Inc., a Maryland corporation
("Merger Sub"), a wholly-owned subsidiary of Immersion, and Greg Merril as
representative of the stockholders of Target. Unless otherwise defined,
capitalized terms used herein have the meanings given to them in the Agreement.
You have requested our opinion regarding certain federal income tax
disclosures in the proxy statement/prospectus included in the Registration
Statement that has been prepared and is to be filed with the Securities and
Exchange Commission in connection with the proposed merger (the "Merger") of
Merger Sub with and into Target pursuant to
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the Agreement. For purposes of the opinion set forth below, we have reviewed
and relied upon (i) the Agreement and the exhibits and attachments thereto;
(ii) the Registration Statement; (iii) the tax representation letters delivered
to us by Immersion, Merger Sub and Target in connection with this opinion; and
(iv) such other documents, records and instruments as we have deemed necessary
or appropriate as a basis for our opinion. We have assumed without independent
investigation or verification that the material facts regarding the Merger are
as described in the Registration Statement; that all representations and
warranties, covenants and statements contained in each of the foregoing
documents are true, correct, and complete as of the date hereof and will remain
true, correct and complete until the Effective Time; that no actions
inconsistent with such representations and warranties, covenants and statements
have occurred or will occur; that all such representations and warranties,
covenants and statements made "to the knowledge of" any persons or parties, or
similarly qualified, are true, correct and complete as if made without such
qualification; and, as to all matters in which a person or entity making a
representation has represented that such person or entity either is not a
party to, does not have, or is not aware of, any plan or intention,
understanding or agreement, we have assumed that there is in fact no such plan,
intention, understanding or agreement.
For purposes of this opinion, we have also assumed (without any
independent investigation or review thereof), and our opinion is conditioned on
the correctness of, each of the following: (i) the Merger will be consummated
in accordance with the Agreement (including the satisfaction of all covenants
and conditions to the obligations of the parties without amendment or waiver
thereof); (ii) all representations and warranties contained in the Agreement
are true, correct, and complete in all respects as of the date hereof and will
remain true, correct and complete in all respects until the Effective Time;
(iii) the Merger will be effected as a merger under the applicable laws of
Maryland; and (iv) each of Immersion, Target and Merger Sub will comply with
all reporting obligations with respect to the Merger required under Section 368
of the Internal Revenue Code of 1986, as amended (the "Code") and the Treasury
Regulations issued thereunder.
Based upon the foregoing, it is our opinion that the statements under the
caption "Material Federal Income Tax Consequences" in the proxy
statement/prospectus included in the Registration Statement, insofar as they
purport to describe federal income tax laws of the United States or legal
conclusions therefrom, fairly present in all material respects the information
set forth.
*****
No opinion is expressed as to any matter not specifically addressed above,
including the tax consequences of any of the transactions under any foreign,
state, or local tax law or the tax consequences of any other transactions
contemplated or entered into by
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Immersion, Target or Merger Sub before or after the Merger (whether or not in
connection with the Merger). Moreover, as stated in the proxy statement/
prospectus, no opinion is expressed as to the federal income tax consequences
that may be 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, life insurance companies, dealers in securities,
taxpayers subject to the alternative minimum tax in the year in which the Merger
occurs, banks, tax-exempt organizations, non-United States persons, stockholders
who exercise dissenters' rights, and stockholders who acquired their shares of
Target stock pursuant to the exercise of options or otherwise as compensation or
who hold their Target stock as part of a straddle or risk reduction
transaction). We express no opinion regarding any tax issues apart from the
opinion specifically set forth above.
This opinion is based upon the Code, the Treasury Regulations issued
thereunder, and judicial and administrative interpretations thereof, all as in
effect on the date of this opinion. All of such authority is subject to change,
including retroactive change. We disclaim any obligation to advise of any
developments in areas covered by this opinion that occur after the date of this
opinion. You have not asked us to reevaluate and reissue this opinion as of the
Closing, and we disclaim any obligation to do so.
Our opinion could be adversely affected by any inaccuracy in, or breach of,
any of the aforementioned representations and warranties, covenants, statements
and assumptions.
No ruling has been sought from the Internal Revenue Service by Immersion,
Target or Merger Sub as to the federal income tax consequences of any aspect of
the Merger. An opinion of counsel does not bind the Internal Revenue Service or
preclude it or a court from taking a position contrary to the opinion. Our
opinion represents merely our best judgment as to the likely outcome of the
matters described above if litigated in an appropriate forum.
This opinion is rendered to you solely for the purpose of complying with
applicable securities laws. This opinion is solely for the benefit of Target and
the stockholders of Target and, shall not inure to the benefit of any other
person, including without limitation any successor or assign of Target, whether
by operation of law or otherwise, and is not to be used, circulated, quoted or
otherwise referred to for any purpose without our express written permission.
We consent to the reference to our firm under the caption "Material Federal
Income Tax Consequences" in the proxy statement/prospectus included in the
Registration Statement and to the reproduction and filing of this opinion as an
exhibit to the Registration Statement. In giving this consent, however, we do
not admit that we are
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in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended.
Very truly yours,
/s/ Duane, Morris & Heckscher LLP
