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EXHIBIT 8.2
[Letterhead Wilson Sonsini Goodrich & Rosati]
October 10, 2000
Software.com, Inc.
525 Anacapa Street
Santa Barbara, CA 94101
Ladies and Gentlemen:
We have acted as counsel to Software.com, Inc., a Delaware corporation
("Software.com"), in connection with the proposed merger (the "Merger") among
Software.com, Phone.com, Inc., a Delaware corporation ("Parent"), and Silver
Merger Sub Inc., a Delaware corporation and wholly-owned transitory merger
subsidiary of Parent ("Merger Sub"), pursuant to an Agreement and Plan of Merger
dated as of August 8, 2000, as amended on October 5, 2000 by the Agreement to
Amend Agreement and Plan of Merger (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 Parent, which includes
the Joint Proxy Statement/Prospectus of Parent and Software.com (the "Joint
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 Joint 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 Joint 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 Software.com and Parent in the Merger Agreement and (iii) the truth and
accuracy of the certificates of representations to be provided to us by
Software.com, Parent and Merger Sub.
Based upon and subject to the foregoing, in our opinion, the
discussion contained in the Registration Statement under the caption "The
Merger--Certain United States Federal Income Tax Considerations," subject to the
limitations and qualifications described therein, sets forth the material
current 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
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Software.com, Inc.
October 10, 2000
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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 Joint 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,
/s/ WILSON SONSINI GOODRICH & ROSATI
