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EXHIBIT 8.1
[Form of Tax Opinion of Wilson Sonsini Goodrich & Rosati, P.C.]
July __, 2000
Webvan Group, Inc.
1241 East Hillsdale Boulevard, Suite 210
Foster City, CA 94404
Ladies and Gentlemen:
We have acted as counsel to Webvan Group, Inc., a Delaware corporation
("Parent"), in connection with the preparation and execution of the Agreement
and Plan of Reorganization (the "Merger Agreement"), dated as of June 25, 2000,
by and among Parent, Robin Merger Corporation, a Washington corporation and a
direct, wholly-owned subsidiary of Parent ("Merger Sub"), and HomeGrocer.com,
Inc., a Delaware corporation (the "Company"). Pursuant to the Merger Agreement,
Merger Sub will merge with and into the Company (the "Merger"), the separate
corporate existence of Merger Sub will cease and the Company will become a
wholly-owned subsidiary of Parent. The Merger and certain proposed transactions
incident thereto are described in the Registration Statement on Form S-4 (the
"Registration Statement") of Parent which includes the Joint Proxy
Statement/Prospectus dated as of July __, 2000 relating to the Merger (the
"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. 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 connection with this opinion, we have examined and are familiar with
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. 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 Parent, Merger Sub and the Company.
Based upon and subject to the foregoing, in our opinion, the discussion
contained in the Registration Statement under the caption "Material United
States federal income tax considerations," subject to the limitations and
qualifications described therein, sets forth the material United States federal
income tax consequences of 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.
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 8.1 to the Registration
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Webvan Group, Inc.
July __, 2000
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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,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
