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EXHIBIT 8.2
August 8, 2000
STC Technologies, Inc. and its Stockholders
1745 Eaton Avenue
Bethlehem, PA 18018
Ladies and Gentlemen:
We have acted as counsel to STC Technologies, Inc., a Delaware
corporation ("STC"), in connection with the transactions contemplated by the
Agreement and Plan of Merger dated as of May 6, 2000 among Epitope, Inc.
("Epitope"), OraSure Technologies, Inc. ("Merger Sub") and 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 the Registration Statement, the Agreement (together with the Registration
Statement, the "Transaction Documents") and such
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STC and its Stockholders
August 8, 2000
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other documents as we have deemed necessary or appropriate as a basis for the
opinions set forth herein. In addition, we have assumed that (i) the STC Merger
and the Epitope Merger will be consummated in the manner contemplated by the
Registration Statement and in accordance with the provisions of the Agreement;
(ii) the statements concerning the transaction set forth in the Transaction
Documents are true, correct and complete and will continue to be true, correct
and complete at all times; (iii) the representations made to us by STC, Epitope
and Merger Sub in their letters to us dated the date hereof, upon which we are
relying for purposes of this opinion (such letters, the "Representation
Letters"), are true, correct and complete; and (iv) any representations made in
the Agreement or the Representation Letters that are "to the best knowledge of"
or similarly qualified are correct, in each case without such qualification. 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. In
making our examination of documents executed by parties other than STC, we have
assumed that such parties had the power and authority to enter into and perform
their obligations thereunder and have also assumed the due authorization,
execution and delivery by such parties of such documents.
If any of the above-described assumptions is untrue in any pertinent
respect or if the STC Merger and the Epitope Merger are consummated in a manner
that is inconsistent with the manner in which they are described in the
Transaction Documents, our opinions as expressed below may be adversely affected
and may not be relied upon.
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 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 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
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STC and its Stockholders
August 8, 2000
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STC with respect to cash received in lieu of a fractional share interest in
Surviving Corporation Common Stock;
3. 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;
4. 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;
5. The Epitope Merger 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;
6. 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;
7. 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
8. 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 other federal income tax considerations or any
state, local, foreign, or other 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
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STC and its Stockholders
August 8, 2000
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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/ PEPPER HAMILTON LLP
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PEPPER HAMILTON LLP
