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EXHIBIT 8.4
September 14, 2000
Life Technologies, Inc.
9800 Medical Center Drive
Rockville, Maryland 20850
Ladies and Gentlemen:
We have acted as special tax counsel to Life Technologies,
Inc. ("Life Technologies"), a Delaware corporation, in connection with (i) the
Merger, as defined and described in the Agreement and Plan of Merger, dated as
of July 7, 2000 (the "Agreement"), between Life Technologies and Invitrogen
Corporation, a Delaware corporation ("Invitrogen"), and (ii) the preparation and
filing of the registration statement on Form S-4 (the "Registration Statement")
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended, on August 14, 2000, which includes the proxy
statements of Dexter and Life Technologies, Inc. and the prospectus of
Invitrogen (the "Joint Proxy Statements/Prospectus"). At your request and
pursuant to Section 5.3(a) of the Agreement, we are rendering our opinion
concerning certain United States federal income tax consequences of the Merger.
Unless otherwise indicated, each capitalized term used herein has the meaning
ascribed to it in the Agreement.
In connection with this opinion, we have examined the
Agreement, the Joint Proxy Statements/Prospectus and such other documents as we
have deemed necessary or appropriate in order to enable us to render the opinion
below. We have relied, with the consent of Life Technologies and the consent of
Invitrogen, upon statements, representations and covenants made by Life
Technologies and Invitrogen, including representations and covenants made to us
by Life Technologies and Invitrogen in their respective certificates dated as of
the date hereof and delivered to us for purposes of this opinion, and have
assumed that such statements and representations are true without regard to any
qualifications as to knowledge and belief. For purposes of this opinion, we have
assumed (i) the validity and accuracy of the documents and corporate records
that we have examined and the facts and representations concerning the Merger
that have come to our attention during our engagement, (ii) the genuineness of
all signatures, the legal capacity of all natural persons, the authenticity of
all documents submitted to us as originals, the conformity to original documents
of all documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such documents, (iii) that the Merger will be
consummated in accordance with the terms of the Agreement and as described in
the Joint Proxy Statements/Prospectus and that none of the terms and conditions
contained therein will have been waived or modified in any respect prior to the
Effective Time, and (iv) that the Merger will qualify as a statutory merger
under the applicable laws of the State of Delaware.
In rendering our opinion, we have considered the applicable
provisions of the Code, Treasury Department regulations promulgated thereunder,
pertinent judicial authorities, interpretive rulings of the Internal Revenue
Service (the "IRS") and such other authorities as we have considered relevant.
It should be noted that statutes, regulations, judicial decisions and
administrative interpretations are subject to change at any time (possibly with
retroactive effect). A change in the authorities or the truth, accuracy or
completeness of any of the facts, information, documents, corporate records,
covenants, statements, representations or assumptions on which our opinion is
based could affect our conclusions. This opinion is expressed as of the date
hereof, and we are under no obligation to supplement or revise our opinion to
reflect any changes (including changes that have
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retroactive effect) (i) in applicable law or (ii) in any fact, information,
document, corporate record, covenant, statement, representation or assumption
stated herein that becomes untrue, incorrect or incomplete.
Subject to the assumptions set forth above, in our opinion the
Merger will qualify as a reorganization within the meaning of Section 368(a) of
the Code. The opinion set forth above does not address all of the United States
federal income tax consequences of the Merger. Except as expressly set forth
above, we express no other opinion, including, without limitation, any opinion
as to the United States federal, state, local, foreign or other tax
consequences. Further, there can be no assurances that the opinion expressed
herein will be accepted by the IRS or, if challenged, by a court.
This letter is furnished to you solely for use in connection
with the Merger, as described in the Agreement and the Joint Proxy
Statements/Prospectus, and is not to be used, circulated, quoted, or otherwise
referred to for any other purpose without our express written permission. In
accordance with the requirements of Item 601(b)(23) of Regulation S-K under the
Securities Act, we hereby consent to the filing of this opinion as an exhibit to
the Registration Statement. In giving such 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 or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom LLP
