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Exhibit 8.1
FORM OF OPINION REGARDING TAX MATTERS
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________, 2000
Endo Pharmaceuticals Holdings Inc.
223 Wilmington-West Chester Pike
Chadds Ford, Pennsylvania 19317
Ladies and Gentlemen:
We have acted as counsel to Endo Pharmaceuticals Holdings Inc., a
Delaware corporation ("Endo Pharmaceuticals"), in connection with (i) the
Merger, as defined and described in the Agreement and Plan of Merger, dated as
of November 26, 1999 (as may be amended and restated from time to time, the
"Merger Agreement"), by and among Endo Pharmaceuticals, Algos Pharmaceutical
Corporation, a Delaware corporation ("Algos"), and Endo Inc., a Delaware
corporation and a newly-formed, wholly-owned subsidiary of Endo Pharmaceuticals
("Endo"), and (ii) the preparation and filing of the Registration Statement on
Form S-4 (the "Registration Statement"), which includes the Proxy
Statement/Prospectus (the "Proxy Statement/Prospectus"), filed with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933 (the "Securities Act") and the Securities Exchange Act of 1934, as
amended. Unless otherwise indicated, each capitalized term used herein has the
meaning ascribed to it in the Merger Agreement.
In connection with this opinion, we have examined the Merger
Agreement, the Proxy Statement/Prospectus and such other documents and corporate
records as we have deemed necessary or appropriate in order to enable us to
render
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the opinion below. For purposes of this opinion, we have assumed (i) the
validity and accuracy of the documents and corporate records that we have
examined, and the facts and representations concerning the Merger that have come
to our attention during our engagement and (ii) that the Merger will be
consummated in the manner described in the Merger Agreement and the Proxy
Statement/Prospectus.
Subject to the assumptions set forth herein and the assumptions and
qualifications set forth in the Proxy Statement/Prospectus, the statements in
the Proxy Statement/Prospectus under the heading "THE MERGER-Material U.S.
Federal Income Tax Consequences of the Merger," to the extent such statements
constitute matters of law or legal conclusions, are the opinion of Skadden,
Arps, Slate, Meagher & Flom LLP.
In rendering our opinion, we have relied upon statements and
representations made to us by Endo Pharmaceuticals and Algos, including in their
respective letters dated the date hereof, and we have assumed that such
statements and representations are true without regard to any qualification as
to knowledge and belief. Our opinion does not address U.S. federal income tax
consequences which may vary with, or are contingent upon, a shareholder's
individual circumstances. In addition, our opinion does not address any non-
income tax or any foreign, state or local tax consequences of the Merger.
This opinion is delivered in accordance with the requirements of Item
601(b)(8) of Regulation S-K under the Securities Act. In rendering our opinion,
we have considered the applicable provisions of the Code, Treasury Department
regulations promulgated thereunder, pertinent judicial authorities, interpretive
rulings of the IRS and such other authorities as we have considered relevant. It
should be noted that statutes, regulations, judicial decisions and
administrative interpretations are subject to change at any time (possibly with
retroactive effect). A change in the authorities or the accuracy or completeness
of any of the information, documents, corporate records, covenants, statements,
representations or assumptions on which our opinion is based could affect our
conclusions. This opinion is expressed as of the date hereof, and we are under
no obligation to supplement or revise our opinion to reflect any changes
(including changes that have retroactive effect) in (i) applicable law or (ii)
any information, document, corporate record, covenant, statement, representation
or assumption stated herein which becomes untrue or incorrect.
This letter is furnished to you solely for use in connection with the
Merger, as described in the Merger Agreement and the Proxy Statement/Prospectus,
and is not to be used, circulated, quoted or otherwise referred to for any other
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purpose without our express written permission. In accordance with the
requirements of Item 601(b)(23) of Regulation S-K under the Securities Act, we
hereby consent to the discussion of this opinion in the Proxy
Statement/Prospectus, to the filing of this opinion as an exhibit to the Proxy
Statement/Prospectus and to the reference to our firm under the heading "LEGAL
MATTERS" in the Proxy Statement/Prospectus. In giving such 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 or the rules and regulations of the
Commission thereunder.
Very truly yours,
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