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EXHIBIT 8.1
August 23, 2000
Epitope, Inc. and its Stockholders
8505 SW Creekside Place
Beaverton, OR 97008
Ladies and Gentlemen:
We have acted as counsel to Epitope, Inc., an Oregon corporation
("Epitope"), in connection with the transactions contemplated by the Agreement
and Plan of Merger dated as of May 6, 2000 among Epitope, OraSure Technologies,
Inc. ("Merger Sub") and STC Technologies, Inc. ("STC") (the "Agreement").
Pursuant to the Agreement, STC will be merged with and into Merger
Sub, with Merger Sub being the surviving corporation (the "STC Merger"). In the
STC Merger, the outstanding shares of common stock, par value $.000001 per
share, of STC ("STC Common Stock"), other than shares owned by dissenters who
perfect their rights, will be exchanged for fully paid and nonassessable shares
of common stock, par value $.000001 per share, of Merger Sub ("Surviving
Corporation Common Stock"). In addition, pursuant to the Agreement, Epitope
will be merged with and into Merger Sub, with Merger Sub being the surviving
corporation (the "Epitope Merger"). In the Epitope Merger, the outstanding
shares of common stock, no par value per share, of Epitope ("Epitope Common
Stock") will be exchanged for fully paid and nonassessable shares of Surviving
Corporation Common Stock.
In connection with the transactions contemplated by the Agreement,
Merger Sub is filing with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-4 (the "Registration
Statement") relating to the registration under the Securities Act of 1933, as
amended (the "Securities Act"), of the shares of Surviving Corporation Common
Stock to be issued in the STC Merger and the Epitope Merger. This opinion
letter is being furnished in accordance with the requirements of Item 601(b)(8)
of Regulation S-K under the Securities Act.
In connection with this opinion, we have examined and are familiar
with originals or copies, certified or otherwise identified to our satisfaction,
of (i) the Registration Statement, (ii) the Agreement and (iii) such documents
as we have deemed necessary or appropriate as a basis for the opinions set forth
herein. In addition, we have assumed that the STC Merger and the Epitope Merger
will be consummated in the manner contemplated by the Registration
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Epitope and its Stockholders
August 23, 2000
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Statement and in accordance with the provisions of the Agreement. We have also
assumed that the shares of STC Common Stock are held as capital assets by the
stockholders of STC, and the shares of Epitope Common Stock are held as capital
assets by the stockholders of Epitope.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the completeness and authenticity of
all documents submitted to us as originals, the conformity to original documents
of all documents submitted to us as certified or photostatic copies and the
completeness and authenticity of the originals of such latter documents. As to
any facts material to the opinion expressed herein which were not independently
established or verified, we have relied upon oral or written statements and
representations of officers of Epitope, Merger Sub, STC and others.
Based upon and subject to the foregoing and subject to the
qualifications and exceptions heretofore and hereinafter set forth, we are of
the opinion that:
1. The STC Merger of STC with and into Merger Sub will constitute a
reorganization within the meaning of section 368(a)(1)(A) of the Internal
Revenue Code, and STC and Merger Sub will be parties to the reorganization
within the meaning of section 368(b) of the Internal Revenue Code;
2. No gain or loss will be recognized by STC or Merger Sub as a
result of the STC Merger.
3. No gain or loss will be recognized by the stockholders of STC who
exchange all of their STC Common Stock solely for Surviving Corporation
Common Stock pursuant to the STC Merger. Gain or loss may be recognized by
stockholders of STC with respect to cash received in lieu of a fractional
share interest in Surviving Corporation Common Stock;
4. The adjusted tax basis of Surviving Corporation Common Stock
received by the stockholders of STC will equal the adjusted tax basis of
the STC Common Stock exchanged therefor, adjusted to reflect the impact of
payments of cash for fractional share interests in Surviving Corporation
Common Stock;
5. The holding period of Surviving Corporation Common Stock received
by the stockholders of STC in the STC Merger will include the holding
period of the STC Common Stock exchanged therefor;
6. The Epitope Merger of Epitope with and into Merger Sub will
constitute a reorganization within the meaning of section 368(a)(1)(A) of
the Internal Revenue Code, and Epitope and Merger Sub will be parties to
the reorganization within the meaning of section 368(b) of the Internal
Revenue Code;
7. No gain or loss will be recognized by Epitope or Merger Sub as a
result of the Epitope Merger.
8. No gain or loss will be recognized by the stockholders of Epitope
who exchange all of their Epitope Common Stock solely for Surviving
Corporation Common Stock pursuant to the Epitope Merger;
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Epitope and its Stockholders
August 23, 2000
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9. The adjusted tax basis of Surviving Corporation Common Stock
received by the stockholders of Epitope will equal the adjusted tax basis
of the Epitope Common Stock exchanged therefor; and
10. The holding period of Surviving Corporation Common Stock received
by the stockholders of Epitope in the Epitope Merger will include the
holding period of the Epitope Common Stock exchanged therefor.
Our opinion is limited to the federal income tax matters described
above and does not address any state, local, or foreign tax considerations.
If any of the information on which we have relied is incorrect, or if
changes in the relevant facts occur after the date hereof, our opinion could be
affected thereby. Moreover, our opinion is based on the Internal Revenue Code
of 1986, as amended, applicable Treasury regulations promulgated thereunder, and
Internal Revenue Service rulings, procedures, and other pronouncements,
published by the United States Internal Revenue Service. These authorities are
all subject to change, and such change may be made with retroactive effect. We
can give no assurance that, after such change, our opinion would not be
different. This opinion is not binding on the Internal Revenue Service, and
there can be no assurance, and none is hereby given, that the Internal Revenue
Service will not take a position contrary to one or more of the positions
reflected in the foregoing opinion, or that our opinion will be upheld by the
courts if challenged by the Internal Revenue Service.
We hereby consent to the filing of this opinion letter with the
Commission as an exhibit to the Registration Statement, the reference to this
opinion letter under the heading "Material United States Federal Income Tax
Consequences of the Mergers" in the Proxy Statement--Prospectus which forms a
part of the Registration Statement and the reference to our firm under the
heading "Legal Matters" in such Proxy Statement--Prospectus. In giving such
consent we do not thereby admit or imply 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,
/s/ STINSON, MAG & FIZZELL, P.C.
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STINSON, MAG & FIZZELL, P.C.
