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EXHIBIT 8.2
[Preston Gates & Ellis, LLP Letterhead]
August 4, 2000
OnHealth Network Company
808 Howell Street, Suite 400
Seattle, Washington 98101
Re: MERGER OF TECH ACQUISITION CORPORATION INTO ONHEALTH NETWORK
COMPANY
Ladies and Gentlemen:
We have acted as counsel to OnHealth Network Company, a Washington
corporation ("OnHealth") in connection with the proposed merger (the "Merger")
of Tech Acquisition Corporation, a Washington corporation ("Merger Corp") with
and into OnHealth pursuant to an Agreement and Plan of Merger (the "Agreement")
dated as of February 15, 2000, by and among Healtheon/WebMD Corporation, a
Delaware corporation ("Healtheon/WebMD"), Merger Corp, and OnHealth.
It is anticipated that, pursuant to the Agreement, Merger Corp will
merge with and into OnHealth pursuant to the applicable laws of the State of
Washington (the "Merger"), and pursuant to the Agreement and as a result thereof
the identity and separate existence of Merger Corp will cease. OnHealth will
continue as a wholly-owned subsidiary of Healtheon/WebMD. The Merger is
described in the Registration Statement on Form S-4 (the "Registration
Statement") of Healtheon/WebMD which includes the Proxy Statement/Prospectus of
OnHealth (the "Proxy Statement/Prospectus").
Except as otherwise provided, capitalized items referred to herein have
the same meaning as set forth in the Agreement.
In connection with this opinion, we have examined and are relying upon,
without independent investigation or review thereof, the truth and accuracy, at
all times, of the statements, covenants, representations and warranties
contained in (i) the Agreement; (ii) the Registration Statement, including the
Proxy Statement/Prospectus; (iii) certificates of representations dated as of
the date hereof provided to us by officers of Healtheon/WebMD, Merger Corp and
OnHealth; and (iv) such other instruments and documents related to the
formation, organization, and operation of Healtheon/WebMD, Merger Corp and
OnHealth, the consummation of the Merger, and related transactions as we deemed
necessary or appropriate.
In connection with rendering this opinion, we have assumed or obtained
representations (and are relying thereon without independent investigation or
review) that:
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OnHealth Network Company
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1. Original documents (including signatures) are authentic,
documents submitted to us as copies conform to the original documents and there
has been, or will be by the Effective Time of the Merger, due execution and
delivery of all documents where execution and delivery are prerequisites to
effectiveness thereof;
2. The Merger will be effected in the manner contemplated in the
Proxy Statement/Prospectus and in accordance with the terms of the Agreement,
and all of the statements, covenants, representations and warranties therein or
referred to above are true and will be true as of the Effective Time of the
Merger; and
3. The Agreement and the Merger are the product of arm's-length
negotiations.
Based on our examination of the foregoing items and subject to the
assumptions, exceptions, limitations, and qualifications set forth herein and in
the Registration Statement, we are of the opinion that the discussion entitled
"Material U.S. federal income tax consequences of the merger" in the
Registration Statement, set forth the material United States Federal income tax
considerations generally applicable to the OnHealth Merger.
In addition to the assumptions set forth above, this opinion is subject
to the exemptions, limitations and qualifications set forth below:
1. This opinion represents and is based upon our best judgment
regarding the application of federal income tax laws arising under the Code,
existing judicial decisions, administrative regulations and published rulings
and procedures. Because this opinion is being delivered prior to the Effective
Time of the Merger, it must be considered prospective and dependent upon future
events. Our opinion is not binding upon the Internal Revenue Service or the
courts and there is no assurance that the Internal Revenue Service could not
successfully assert a contrary opinion. Furthermore, no assurance can be given
that future legislative, judicial or administrative changes, either on a
prospective or retroactive basis, would not adversely affect the accuracy of the
conclusions stated herein.
2. This opinion does not address any other federal, state, local
or foreign tax consequences that may result from the Merger or any other related
transactions.
3. No opinion is expressed as to any transaction other than the
Merger as described in this opinion.
4. This opinion is furnished to you solely for use in connection
with the Registration Statement; it may not be relied upon for any other purpose
or by any other person or entity and it may not be made available to any other
person or entity without our prior written consent. 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
considerations of the Merger,
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including the Proxy Statement/Prospectus constituting a part thereof, and any
amendment thereto. In giving this consent, we do not concede that we are
"experts" within the meaning of the Securities Act of 1933, as amended (the
"Act"), or the rules and regulations of the Securities and Exchange Commission
thereunder, or that this consent is required by Section 7 of the Act.
Very truly yours,
PRESTON GATES & ELLIS LLP
By: /s/ CHARLES H. PURCELL
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Charles H. Purcell
