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EXHIBIT 8.2
FORM OF DAVIS POLK OPINION
212-450-4606
[__________], 2000
HomeGrocer.com, Inc.
10230 N.E. Points Drive
Kirkland, Washington 98033
Dear Ladies and Gentlemen:
We have acted as counsel for HomeGrocer.com, Inc., a Washington corporation
("HomeGrocer"), in connection with the proposed merger of Robin Merger
Corporation, a Washington corporation ("Merger Sub") and a wholly owned
subsidiary of Webvan Group, Inc., a Delaware corporation ("Webvan"), with and
into HomeGrocer (the "Merger") pursuant to the Agreement and Plan of
Reorganization dated as of June 25, 2000 (the "Merger Agreement") among Webvan,
Merger Sub and HomeGrocer.
In providing our opinion, we have examined the Merger Agreement, the joint
proxy statement of Webvan and HomeGrocer dated as of [________], 2000 (the
"Joint Proxy Statement"), the registration statement of Webvan dated as of
[_________], 2000 with respect to the Webvan common stock to be issued to the
stockholders of HomeGrocer in connection with the Merger (the "Registration
Statement"), and such other documents as we have deemed necessary or appropriate
for purposes of our opinion. In addition, we have assumed that (i) the Merger
will be consummated in the manner contemplated by the Joint Proxy Statement and
the Registration Statement and in accordance with the provisions of the Merger
Agreement, and (ii) the representations made to us by HomeGrocer and by Webvan
in their respective letters to us dated as of [________], 2000 and delivered to
us for purposes of our opinion are accurate and complete.
Based upon the foregoing, the discussion set forth in the Joint Proxy
Statement under the caption "The Merger -- Material United States Federal Income
Tax Considerations" constitutes our opinion.
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HomeGrocer.com, Inc. 2 [__________], 2000
The opinion expressed herein is based on existing statutory, regulatory and
judicial authority, any of which may be changed at any time with retroactive
effect. Our opinion cannot be relied upon if there is a change in applicable law
between the date hereof and the date on which the Merger is effected. In
addition, our opinion is based solely on the documents that we have examined and
the representations contained in the letters from HomeGrocer and from Webvan
referred to above. Our opinion cannot be relied upon if any of the facts
pertinent to the United States federal income tax treatment of the Merger stated
in such documents or any of the representations contained in the letters from
HomeGrocer or from Webvan referred to above is, or later becomes, inaccurate.
This opinion is being provided solely for the benefit of HomeGrocer and its
stockholders. No other person or party will be entitled to rely on this opinion.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to Davis Polk & Wardwell in the Joint Proxy
Statement under the caption "The Merger -- Material United States Federal Income
Tax Considerations." In furnishing such consent, we do not concede that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules or regulations of the
Securities and Exchange Commission promulgated thereunder.
Very truly yours,
