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Exhibit 8.2
June 9, 2000
EXFO Electro-Optical Engineering Inc./
EXFO Ingenierie Electro-Optique Inc.
465 Godin Avenue
Vanier, Quebec
Canada, G1M 3G7
EXFO Electro-Optical Engineering Inc./EXFO Ingenierie
Electro-Optique Inc.
Registration Statement on Form F-1
__________________________________
Ladies and Gentlemen:
We have acted as United States federal income tax counsel for EXFO
Electro-Optical Engineering Inc./EXFO Ingenierie Electro-Optique Inc. (the
"Company") in connection with the offering (the "Offering") of 6,000,000
subordinate voting shares of the Company's capital stock (the "Shares").
We are giving this opinion in connection with the Registration Statement on
Form F-1, as amended (the "Registration Statement"), relating to the
registration by the Company of the Shares to be offered in the Offering, filed
by the Company with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and
the rules and regulations of the Commission promulgated thereunder. Capitalized
terms used but not defined herein have the respective meanings ascribed to them
in the Registration Statement.
In rendering our opinion, we have examined originals or copies, certified
or otherwise identified to our satisfaction, of such agreements and other
documents as we have deemed relevant and necessary and we have made such
investigations of law as we have deemed appropriate as a basis for the opinion
expressed below. In our examination, we have assumed the authenticity of
original documents, the accuracy of copies and the genuineness of signatures. We
understand and assume that each such agreement represents the valid and binding
obligation of the respective parties thereto, enforceable in accordance with its
respective terms and
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the entire agreement between the parties with respect to the subject matter
thereof, (ii) the parties to each agreement have complied, and will comply, with
all of their respective covenants, agreements and undertakings contained therein
and (iii) the transactions provided for by each agreement were and will be
carried out in accordance with their terms.
Our opinion is based upon existing United States federal income tax laws,
regulations, administrative pronouncements and judicial decisions. All such
authorities are subject to change, either prospectively or retroactively, and
any such change could affect our opinion.
The opinion set forth herein has no binding effect on the United States
Internal Revenue Service or the courts of the United States. No assurance can be
given that, if the matter were contested, a court would agree with the opinion
set forth herein.
We hereby confirm the opinion set forth under the caption "Tax
Considerations - United States Taxation" in the Registration Statement. While
such description discusses the material anticipated United States federal income
tax consequences applicable to certain U.S. Holders, it does not purport to
discuss all United States federal income tax consequences and our opinion is
limited to those United States federal income tax consequences specifically
discussed therein.
In giving the foregoing opinion, we express no opinion other than as to the
federal income tax laws of the United States of America.
We are furnishing this letter in our capacity as United States federal
income tax counsel to the Company. This letter is not to be used, circulated,
quoted or otherwise referred to for any other purpose, except as set forth
below.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and we further consent to the use of our name under the
captions "Tax Considerations - United States Taxation" and "Legal Matters" in
the Registration Statement. The issuance of such a consent does not concede that
we are an "expert" for purposes of the Securities Act.
Very truly yours,
/s/ PAUL, WEISS, RIFKIND, WHARTON & GARRISON
