<PAGE> 1
Exhibit 8.01
[LETTERHEAD OF WILLKIE FARR & GALLAGHER]
July 13, 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 (the "Registration Statement") of VERITAS, initially filed
on the date hereof, 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 the
Agreement and Plan of Merger and Reorganization dated as of March 29, 2000, by
and among VERITAS, Merger Sub and Seagate (the "Merger Agreement") and 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).
<PAGE> 2
July 13, 2000
Page 2
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.
Very truly yours,
/s/ WILLKIE FARR & GALLAGHER
