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[WILSON SONSINI GOODRICH & ROSATI,
PROFESSIONAL CORPORATION LETTERHEAD]
EXHIBIT 8.02
September 28, 2000
Seagate Technology, Inc.
920 Disc Drive
Scotts Valley, California 95066
Ladies and Gentlemen:
We have acted as counsel to Seagate Technology, Inc., a Delaware
corporation ("Seagate"), in connection with the preparation of the Registration
Statement on Form S-4 (File No. 333-41318) (the "Registration Statement") (file
No. 333-41318) of VERITAS Software Corporation, a Delaware corporation
("VERITAS") 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. In that connection, we, in cooperation with special counsel to
VERITAS, 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"). 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.
In connection with this opinion, we have examined and are familiar with the
Agreement and Plan of Merger and Reorganization dated as of March 29, 2000, as
amended by and among VERITAS, Merger Sub and Seagate, as amended (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. Unless otherwise indicated, any capitalized terms
used herein and not otherwise defined have the meaning ascribed to them in the
Merger Agreement or the Registration Statement. In addition, we have assumed (i)
that the Merger will be consummated in the manner contemplated by the 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 Parent, Merger Sub and the Company in the Merger Agreement, and (iii)
the truth and accuracy of the certificates of representations to be provided to
us by Seagate, Merger Sub and VERITAS as of the Effective Time.
Based upon and subject to the foregoing, it is our opinion, that the
discussion contained in the Registration Statement under the caption "Material
United States Federal Income Tax Consequences of the Merger" sets forth the
material United States federal income tax consequences 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.
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Seagate Technology, Inc.
September 28, 2000
Page 2
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
Exhibit 8.02 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 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
Professional Corporation
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WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
