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Exhibit 8.1
[letterhead of Skadden, Arps, Slate, Meagher & Flom LLP]
October 10, 2000
Phone.com, Inc.
800 Chesapeake Drive
Redwood City, California 94063
Re: Registration Statement on Form S-4 (File No. 333-44926) of
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Phone.com, Inc.
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Ladies and Gentlemen:
We have acted as special counsel to Phone.com, Inc., a Delaware
corporation ("Phone.com"), in connection with the preparation of the
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Registration Statement on Form S-4 (File No. 333-44926), filed by Phone.com with
the Securities and Exchange Commission (the "Commission"), on August 31, 2000,
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as amended by Amendment No. 1 on the date hereof (such Registration Statement,
as amended, being hereinafter referred to as the "Registration Statement"),
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with respect to the Agreement and Plan of Merger, dated August 8, 2000, among
Phone.com, Silver Merger Sub Inc., a Delaware corporation and a wholly-owned
subsidiary of Phone.com ("Merger Sub"), and Software.com, Inc., a
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Delaware corporation ("Software.com"), as amended on October 5, 2000, by the
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Agreement to Amend Agreement and Plan of Merger (as amended, the "Merger
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Agreement") and the merger (the "Merger") contemplated thereby. We have
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assumed that the Merger will be consummated in accordance with the Merger
Agreement and such other documents, certificates and records, and statements as
to factual matters contained therein are true, correct and complete and will
continue to be true, correct and complete through the effective time of the
Merger. All capitalized terms used herein, unless otherwise specified, shall
have the same meanings as set forth in the Merger Agreement.
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Phone.com,Inc.
October 10, 2000
Page 2
In rendering the opinion set forth herein, we have examined and relied
on originals or copies, certified or otherwise identified to our satisfaction,
of (i) the Merger Agreement, (ii) the Registration Statement, (iii) the
officer's certificate of Phone.com and Merger Sub, dated October 5, 2000, (iv)
the officer's certificate of Software.com, dated October 6, 2000, and (v) such
other documents, certificates, and records as we have deemed necessary or
appropriate as a basis for the opinion set forth herein.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed, or photostatic copies, and
the authenticity of the originals of such latter documents. In making our
examination of documents executed, or to be executed, by the parties indicated
therein, we have assumed that such parties had, or will have, the power,
corporate or other, to enter into and perform all obligations thereunder and we
have also assumed the due authorization by all requisite action, corporate or
other, and execution and delivery by such parties indicated in the documents and
that such documents constitute, or will constitute, valid and binding
obligations of such parties. In addition, we have relied upon oral or written
statements and representations of the officers and other representatives of
Phone.com, Merger Sub, and Software.com. Our opinion is conditioned on, among
other things, the initial and continuing accuracy of the facts, information,
covenants, representations, and assumptions set forth in the documents referred
to above and the statements and representations made by officers of Phone.com,
Merger Sub, and Software.com, and have assumed that such statements and
representations are and will continue to be correct without regard to any
qualification as to the knowledge or belief through the Effective Time.
In rendering our opinion, we have considered the applicable provisions
of the Internal Revenue Code of 1986, as amended, Treasury regulations
(proposed, temporary, and final) promulgated or published thereunder, pertinent
judicial decisions, interpretive rulings of the Internal Revenue Service, and
such other authorities as we have considered relevant, all of which are subject
to change, which changes may be retroactively applied. Our opinion is based on
existing law and on the facts represented to us as of the date hereof. A change
in the authorities or the facts, information, statements, representations, or
assumptions upon which our opinion is based could affect the conclusions
expressed herein. There can be no assurance, moreover, that any opinion
expressed herein will be accepted by the Internal Revenue Service or, if
challenged, by a court.
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Phone.com,Inc.
October 10, 2000
Page 3
Based solely on the foregoing, we are of the opinion that under
current United States federal income tax law, although the discussion set forth
in the Registration Statement under the heading "The Merger--Certain United
States Federal Income Tax Considerations" does not purport to summarize all
possible United States federal income tax consequences applicable to the Merger,
such discussion constitutes, in all material respects, a fair and accurate
summary of the generally applicable United States federal income tax
consequences anticipated to be material to stockholders of Software.com who
participate in the Merger.
We express no opinion with respect to the matters addressed in this
letter other than as set forth above.
We are furnishing this opinion to you solely in connection with the
filing of the Registration Statement with the Commission. This opinion is not
to be used, circulated, quoted, or otherwise referred to for any other purpose,
or relied upon by any other person, without our prior written consent. This
opinion is expressed as of the date hereof, and we disclaim any understanding to
advise you of changes of the facts stated or assumed herein or any subsequent
changes in applicable law.
We hereby consent to the filing of this opinion as Exhibit 8.1 to the
Registration Statement. We also consent to the use of our name under the
heading "Legal Matters" in the Registration Statement. In giving this consent,
we do not thereby admit that we are within the category of persons whose consent
is required under Section 7 of the Securities Act, or the rules and regulations
of the Commission promulgated thereunder.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom LLP
