EXHIBIT 8.1
OPINION OF BILZIN SUMBERG DUNN PRICE & AXELROD LLP
[LETTERHEAD OF BILZIN SUMBERG DUNN PRICE & AXELROD LLP]
June 5, 2000
Omega Research, Inc.
8700 West Flagler Street
Suite 250
Miami, Florida 33174
-and -
Online Trading.com Group, Inc.
8700 West Flagler Street
Suite 250
Miami, Florida 33174
Ladies and Gentlemen:
This opinion is being delivered to you in connection with (i) the
Agreement and Plan of Merger and Reorganization (the "Agreement") dated as of
January 19, 2000, by and among Omega Research, Inc., a Florida corporation
("Omega Research"), onlinetradinginc.com corp., a Florida corporation
("OnlineTrading.com"), OnlineTrading.com Group, Inc. ("OnlineTrading.com
Group"), Omega Acquisition Corporation, a Florida corporation and wholly-owned
subsidiary of OnlineTrading.com Group ("Omega Acquisition"), and Onlinetrading
Acquisition Corporation, a Florida corporation and wholly-owned subsidiary of
OnlineTrading.com Group ("Online Acquisition"), and (ii) the preparation and
filing with the Securities and Exchange Commission of a Form S-4 Registration
Statement, as amended, (the "Registration Statement") relating to the Merger (as
hereinafter defined). Pursuant to the Agreement, Omega Acquisition will merge
with and into Omega Research and Omega Research will become a wholly-owned
subsidiary of OnlineTrading.com Group, and Online Acquisition will merge with
and into OnlineTrading.com and OnlineTrading.com will become a wholly-owned
subsidiary of OnlineTrading.com Group (collectively, the "Merger").
Except as otherwise provided, capitalized terms referred to herein have
the meanings set forth in the Agreement. All section references, unless
otherwise indicated, are to the Internal Revenue Code of 1986, as amended (the
"Code").
We have acted as legal counsel to OnlineTrading.com Group and Omega
Research in connection with the Merger. As such, and for the purpose of
rendering this opinion, we have examined and are relying upon (without any
independent investigation or review thereof) the truth and accuracy, at all
relevant times, of the statements, covenants, representations and warranties
contained in the following documents (including all schedules and exhibits
thereto):
1. The Agreement;
2. The Registration Statement; and
3. Such other instruments, letters and documents related to the
formation, organization and operation of OnlineTrading.com Group, Omega
Research, OnlineTrading.com, Omega Acquisition and Online Acquisition and to the
consummation of the Merger and the other transactions contemplated by the
Agreement as we have deemed necessary or appropriate.
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June 5, 2000
Page 2
In connection with rendering this opinion, we have assumed or obtained
representations (and are relying thereon, without any independent investigation
or review thereof) that:
A. Original documents submitted to us (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) due execution
and delivery of all documents where due execution and delivery are prerequisites
to the effectiveness thereof; and
B. The Merger will be consummated in accordance with the Agreement
without any waiver or breach of any material provision thereof, and the Merger
will be effective under applicable state law.
Based on our examination of the foregoing items and subject to the
assumptions, exceptions, limitations and qualifications set forth herein, we are
of the opinion that the statements regarding United States federal income tax
consequences set forth in the Registration Statement under the heading "The
Merger - Federal Income Tax Considerations," insofar as they constitute
statements of law or legal conclusions concerning the material federal income
tax consequences of the merger, are correct in all material respects. We express
no opinion as to any federal, state or local, foreign or other tax consequences,
other than as set forth in the Registration Statement under the heading "The
Merger - Federal Income Tax Considerations."
In addition to the assumptions and representations described above,
this opinion is subject to the exceptions, 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. Our opinion is not binding upon the Internal Revenue Service or
the courts, and there is no assurance that the Internal Revenue Service will not
successfully assert a contrary position. Furthermore, no assurance can be given
that future legislative, judicial or administrative changes, on either a
prospective or retroactive basis, will not adversely affect the accuracy of the
conclusions stated herein. Nevertheless, we undertake no responsibility to
advise you of any new developments in the application or interpretation of the
federal income tax laws.
(2) No opinion is expressed as to any transactions other than the
Merger (whether or not undertaken in connection with the Merger) or as to any
transaction whatsoever, including the Merger, if all the transactions described
in the Agreement are not consummated in accordance with the terms of the
Agreement and without waiver or breach of any material provision thereof or if
all of the representations, warranties, statements and assumptions upon which we
relied are not true and accurate at all relevant times. In the event any one of
the statements, representations, warranties or assumptions upon which we have
relied to issue this opinion is incorrect, our opinion might be adversely
affected and may not be relied upon.
This opinion is rendered to you solely in connection with the filing of
the Registration Statement. We hereby consent to the filing of this opinion as
an exhibit to the Registration Statement. We also consent to the references to
our firm name wherever appearing in the Registration Statement with respect to
the discussion of the federal income tax consequences of the Merger, including
any further amendments to the Registration Statement. This opinion may not be
relied upon for any other purpose, and may not be made available to any other
person, without our prior written consent.
Very truly yours,
/s/ Bilzin Sumberg Dunn Price & Axelrod LLP
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BILZIN SUMBERG DUNN PRICE & AXELROD
LLP
