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EXHIBIT 8.3
September 14, 2000
Dexter Corporation
One Elm Street
Windsor Locks, Connecticut 06096-2334
Ladies and Gentlemen:
We have acted as special tax counsel to Dexter Corporation
("Dexter"), a Connecticut 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 Dexter 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 Dexter and the consent of Invitrogen,
upon statements, representations and covenants made by Dexter and Invitrogen,
including representations and covenants made to us by Dexter 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 Connecticut and 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
