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Exhibit 8.1
(212) 373-3000
(212) 757-3990
September 1, 2000
BROKAT Aktiengesellschaft
Industriestrasse 3
D-70565 Stuttgart
Federal Republic of Germany
Re: Registration Statement on Form F-4
Dear Ladies and Gentlemen :
In connection with the Registration Statement on Form F-4 (the
"Registration Statement") filed by BROKAT Aktiengesellschaft, a German
corporation (the "Company"), with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended (the "Act"), and the rules
and regulations thereunder (the "Rules"), we have been requested to render our
opinion as to the matters hereinafter set forth. Capitalized terms used and not
otherwise defined herein shall have the meanings attributed thereto in the
Registration Statement.
In this regard, we have reviewed copies of the Registration Statement
(including the exhibits and appendices thereto). We have also made such other
investigations of fact and law and have examined the originals, or copies
authenticated to our satisfaction, of such other documents, records,
certificates or other instruments as in our judgment are necessary or
appropriate to render the opinion expressed below.
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BROKAT Aktiengesellschaft
The opinion set forth below is limited to the Internal Revenue Code of
1986, as amended (the Code"), administrative rulings, judicial decisions,
Treasury regulations and other applicable authorities, all as in effect on the
date hereof. The statutory provisions, regulations, and interpretations upon
which our opinion is based are subject to change, and such changes could apply
retroactively. Any such change could affect the continuing validity of the
opinion set forth below. We assume no responsibility to advise you of any
subsequent changes in existing law or facts, nor do we assume any responsibility
to update this opinion with respect to any matters expressly set forth herein,
and no opinions are to be implied or may be inferred beyond the matters
expressly so stated.
Based upon and subject to the foregoing, we confirm that the opinion
of Paul, Weiss, Rifkind, Wharton & Garrison set forth in the Registration
Statement under the heading "Material Tax Consequences-U.S. Federal Income Tax
Conquences" constitutes our opinion with respect to such matters.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, or any amendment pursuant to Rule 462 under the Act. In
giving this consent, we do not hereby agree that we come within the category of
persons whose consent is required by the Act or the Rules.
Very truly yours,
/s/ Paul, Weiss, Rifkind, Wharton & Garrison
