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EXHIBIT 8.01
[Letterhead of Willkie Farr & Gallagher]
September 28, 2000
VERITAS Software Corporation
1600 Plymouth Street
Mountain View, California 94043
Ladies and Gentlemen:
We have acted as special counsel to VERITAS Software Corporation, a Delaware
corporation ("VERITAS"), in connection with the preparation of the Registration
Statement on Form S-4 of VERITAS (file no. 333-41318), initially filed on July
13, 2000, as amended by Amendment No. 1 thereto, filed on August 30, 2000, and
as amended by Amendment No. 2 thereto, filed on the date hereof (such
Registration Statement, as so amended, the "Registration Statement"), relating
to the proposed merger of Victory Merger Sub, Inc., a Delaware corporation and
wholly owned subsidiary of VERITAS ("Merger Sub"), with and into Seagate
Technology, Inc., a Delaware corporation ("Seagate"). In that connection, we
have prepared the section entitled "Material United States Federal Income Tax
Consequences of the Merger" contained in the Joint Proxy Statement/Prospectus
forming a part of the Registration Statement (the "Joint Proxy
Statement/Prospectus").
Our opinion is based on the provisions of the Internal Revenue Code of 1986, as
amended, Treasury Regulations promulgated thereunder, judicial authority and
current administrative rulings and practice, all as of the date of this letter,
and all of which may change at any time. We have also examined copies of (i) the
Agreement and Plan of Merger and Reorganization dated as of March 29, 2000 (as
amended by the Consolidated Amendment (as defined below), the "Merger
Agreement"), by and among VERITAS, Merger Sub and Seagate, (ii) the Consolidated
Amendment to Stock Purchase Agreement, Agreement and Plan of Merger and
Reorganization, and Indemnification Agreement, and Consent dated as of August
29, 2000 (the "Consolidated Amendment"), by and among VERITAS, Merger Sub,
Seagate, Seagate Software Holdings, Inc. and Suez Acquisition Company (Cayman)
Limited and (iii) the Registration Statement.
It is our opinion that the above-referenced section of the Joint Proxy
Statement/Prospectus, based upon the assumptions contained therein (including
the accuracy of certain representations to be provided by VERITAS, Merger Sub
and Seagate as of the Effective Time (as that term is defined in the Merger
Agreement)), provides an accurate discussion of the material Federal income tax
consequences of the Merger (as that term is defined in the Merger Agreement).
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September 28, 2000
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We hereby consent to the use of this opinion as an exhibit to the Registration
Statement, which is being filed with the Securities and Exchange Commission and
to the reference to us in the Joint Proxy Statement/Prospectus included as part
of the Registration Statement. In giving this consent, we do not hereby admit
that we come within 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 Commission, 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/ WILLKIE FARR & GALLAGHER
