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Exhibit 8.1
[Letterhead of Latham & Watkins]
August 8, 2000
VelocityHSI, Inc.
2175 North California Boulevard, Suite 810
Walnut Creek, California 94596
Re: VelocityHSI, Inc.
Registration Statement on Form S-1
Ladies and Gentlemen:
We have acted as counsel to VelocityHSI, Inc., a Delaware corporation
(the "Company"), in connection with the registration statement on Form S-1 filed
by the Company on May 3, 2000, as amended [through the effective date thereof],
with the Securities and Exchange Commission in connection with the registration,
under the Securities Act of 1933, as amended, of 8,962,086 shares of the
Company's common stock, par value $.01 per share (together with all exhibits
thereto and documents incorporated by reference therein, the "Registration
Statement"). This opinion is being rendered to you in connection with the filing
of the Registration Statement.
This opinion is based on various facts and assumptions, including the
facts set forth in the Registration Statement, concerning the business,
properties, and governing documents of the Company. We have also been furnished
with, and with your consent have relied upon, certain representations made by
the Company and BRE Investors, Inc., a Maryland corporation, with respect to
factual matters through certificates of officers of each of such companies (the
"Officers' Certificates").
We have made such legal and factual examinations and inquiries,
including an examination of originals or copies certified or otherwise
identified to our satisfaction of such documents, corporate records and other
instruments, as we have deemed necessary or appropriate for purposes of this
opinion. We have assumed the authenticity of all documents submitted to us as
originals, the genuineness of all signatures thereon, the legal capacity of
natural persons executing such documents and the conformity to authentic
original documents of all documents submitted to us as copies.
We are opining herein as to the effect on the subject transaction only
of the federal income tax laws of the United States, and we express no opinion
with respect to the applicability thereto, or the effect thereon, of other
federal laws, the laws of any state or other jurisdiction or as to any matters
of municipal law or the laws of any other local agencies with any state.
Based upon such facts, assumptions, and representations, including the
facts set forth in the Registration Statement and the Officer's Certificate, it
is our opinion that the information in the Registration Statement set forth
under the caption "Material Federal Income Tax Consequences of the
Distribution," to the extent that it constitutes matters of law, summaries of
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legal matters, documents or proceedings, or legal conclusions is correct in all
material respects, and we hereby confirm the opinions stated therein.
No opinion is expressed as to any matter not discussed herein.
This opinion is only being rendered to you as of the date of this
letter, and we undertake no obligation to update this opinion subsequent to the
date hereof. This opinion is based on various statutory provisions, regulations
promulgated thereunder and interpretations thereof by the Internal Revenue
Service and the courts having jurisdiction over such matters, all of which are
subject to change either prospectively or retroactively. Also, any variation or
difference in the facts from those set forth in the Registration Statement or
the Officers' Certificates may affect the conclusions stated herein.
This opinion is rendered to you and is solely for your benefit in
connection with the Registration Statement. We hereby consent to the filing of
this opinion as an exhibit to the Registration Statement. This opinion may not
be relied upon by you for any other purpose, or furnished to, quoted to or
relied upon by any other person, firm or corporation for any purpose, without
our prior written consent.
Very truly yours,
/S/ LATHAM & WATKINS
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