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EXHIBIT 8.1
PALMER & DODGE LLP
One Beacon Street, Boston, MA 02108-3190
TELEPHONE: (617) 573-0100 FACSIMILE: (617) 227-4420
September 18, 2000
Antigenics Inc.
630 Fifth Avenue, Suite 2100
New York, New York 10111
Ladies and Gentlemen:
We have acted as counsel to Antigenics Inc. ("Antigenics"), a Delaware
corporation, in connection with the proposed merger (the "Merger") of St. Marks
Acquisition Corp. ("Merger Sub"), a Delaware corporation and a wholly-owned
subsidiary of Antigenics, with and into Aquila Biopharmaceuticals, Inc.
("Aquila"), a Delaware corporation, in a transaction in which Aquila will
continue as the surviving corporation and a wholly-owned subsidiary of
Antigenics, and the separate corporate existence of Merger Sub will cease. The
Merger will be consummated pursuant to an Agreement and Plan of Merger dated as
of August 18, 2000 (the "Merger Agreement"), among Antigenics, Merger Sub and
Aquila. The Merger is described in the Registration Statement on Form S-4 (the
"Registration Statement") of which this exhibit is a part. 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. Capitalized terms not defined herein have
the meanings set forth in the Merger Agreement and the documents related
thereto.
In preparing this opinion, we have examined and relied upon (i) the Merger
Agreement, (ii) the Proxy Statement/Prospectus included in the Registration
Statement (the " Proxy Statement"), (iii) the tax representation letters
delivered to us by Antigenics, Merger Sub and Aquila in connection with this
opinion (the "Representation Letters"), and (iv) such other documents as we have
deemed necessary or appropriate in order to enable us to render this opinion. In
our examination of documents, we have assumed the authenticity of original
documents, the accuracy of copies, the genuineness of signatures, and the legal
capacity of signatories.
In rendering this opinion, we have assumed without investigation or
verification that the facts relating to the Merger as described in the Proxy
Statement are true, correct and complete in all material respects; that all
representations and warranties contained in the Proxy Statement, the Merger
Agreement and the Representation Letters are, at the time they are made, and
will remain at all times through the Effective Time, true, correct and complete
and may be relied upon by us at the time they are made and at all times through
the Effective Time; that any representation in any of the documents referred to
herein that is made "to the best of the knowledge and belief" (or similar
qualification) of any person or party is, and at the Effective Time will be,
true, correct and complete without such qualification; and that, as to all
matters for which a person or entity has represented that such person or entity
is not a party to, does not have, or is not aware of, any plan, intention,
understanding or agreement, there is no such plan, intention, understanding or
agreement. We have further assumed that all parties to the Merger Agreement and
to any other documents examined by us have acted, and will act, in accordance
with the terms of such Merger
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Antigenics Inc.
September 18, 2000
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Agreement and documents; that the Merger will be consummated at the Effective
Time pursuant to the terms, conditions and covenants set forth in the Merger
Agreement (including, without limitation, the effecting of the Merger in
accordance with the General Corporation Law of the State of Delaware) without
the waiver or modification of any such terms, conditions and covenants; and that
Antigenics, Merger Sub and Aquila each will comply with all reporting
obligations required under the Internal Revenue Code of 1986, as amended (the
"Code"), and Treasury Regulations with respect to the Merger. Any inaccuracy in,
or breach of, any of the aforementioned statements, representations or
assumptions could adversely affect our opinion.
Our opinion is based on existing provisions of the Code, Treasury
Regulations, judicial decisions and rulings and other pronouncements of the
Internal Revenue Service (the "IRS") as in effect on the date of this opinion,
all of which are subject to change (possibly with retroactive effect) or
reinterpretation. No assurances can be given that a change in the law on which
our opinion is based or the interpretation thereof will not occur or that such
change will not affect the opinion expressed herein. We undertake no
responsibility to advise you of any such developments in the law after the
Effective Time.
No ruling has been or will be sought from the IRS by Antigenics, Aquila
and Merger Sub as to the United States federal income tax consequences of any
aspect of the Merger, and our opinion is not binding upon either the IRS or any
court. Thus, no assurances can be given that a position taken in reliance on our
opinion will not be challenged by the IRS or rejected by a court.
Based upon and subject to the foregoing, the discussion in the Proxy
Statement under the heading "Material United States Federal Income Tax
Consequences of the Merger," subject to the limitations and qualifications
described therein, fairly and accurately constitutes our opinion as to the
material United States federal income tax consequences of the Merger.
Our opinion addresses only the specific United States federal income tax
consequences of the Merger set forth herein, and does not address any other
federal, state, local, or foreign income, estate, gift, transfer, sales, use or
other tax consequences that may result from the Merger or any other transaction
(including any transaction undertaken in connection with the Merger).
This opinion is being provided to you solely for use in connection with
the Registration Statement, and this opinion letter may not be used, circulated,
quoted, or otherwise referred to for any other purpose. We hereby consent to the
use of our name under the caption "Material United States Federal Income Tax
Consequences of the Merger " in the Registration Statement and to the filing of
this opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ Palmer & Dodge LLP
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Palmer & Dodge LLP
