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EXHIBIT 8.1
Form of WSGR Tax Opinion
June __, 2000
Inference Corporation
100 Rowland Way
Novato, CA 94945
Ladies and Gentlemen:
We have acted as counsel to Inference Corporation, a Delaware corporation
("Inference") in connection with the proposed merger (the "Merger") by and among
Inference, eGain Communications Corporation, a Delaware corporation ("eGain"),
and Intrepid Acquisition Corp., a newly formed Delaware corporation and wholly-
owned subsidiary of eGain ("Merger Sub"), pursuant to the Agreement and Plan of
Merger dated as of March 16, 2000 (the "Merger Agreement"). The Merger and
certain proposed transactions incident thereto are described in the Registration
Statement on Form S-4 (the "Registration Statement") of eGain which includes the
Proxy Statement/Prospectus of Inference and eGain (the "Proxy
Statement/Prospectus"). This opinion is being rendered pursuant to the
requirements of Item 21(a) of Form S-4 under the Securities Act of 1933, as
amended. Unless otherwise indicated, any capitalized terms used herein and not
otherwise defined have the meaning ascribed to them in the Proxy
Statement/Prospectus.
In connection with this opinion, we have examined and are familiar with the
Merger Agreement, the Registration Statement, and such other presently existing
documents, records and matters of law as we have deemed necessary or appropriate
for purposes of our opinion. In addition, we have assumed (i) that the Merger
will be consummated in the manner contemplated by the Proxy Statement/Prospectus
and in accordance with the provisions of the Merger Agreement, (ii) the truth
and accuracy of the representations and warranties made by Inference and eGain
in the Merger Agreement, and (iii) the truth and accuracy of the certificates of
representations to be provided to us by Inference, eGain and Merger Sub.
Based upon and subject to the foregoing, in our opinion, the discussion
contained in the Registration Statement under the caption "Certain United States
Federal Income Tax Consequences of the Merger," subject to the limitations and
qualifications described therein, sets forth the material federal income tax
considerations generally applicable to the Merger. Because this opinion is
being delivered prior to the Effective Time of the Merger, it must be considered
prospective and dependent on future events. There can be no assurance that
changes in the law will not take place which could affect the United States
federal income tax consequences of the Merger or that contrary positions may
not be taken by the Internal Revenue Service.
No opinion is expressed as to any federal income tax consequences of
the Merger except as specifically set forth herein, and this opinion may not be
relied upon except with respect to the consequences specifically discussed
herein.
This opinion is furnished to you solely for use in connection with the
Registration Statement. We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement. We also consent to the reference to our
firm name wherever appearing in the Registration Statement with respect to the
discussion of the material federal income tax consequences of the Merger,
including the Proxy Statement/Prospectus constituting a part thereof, and any
amendment thereto. In giving this consent, we do not thereby admit that we are
in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder, nor do we thereby admit that we
are experts with respect to any part of such Registration Statement within the
meaning of the term "experts" as used in the Securities Act of 1933, as amended,
or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
