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Exhibit 8.1
CLIFFORD CHANCE
ROGERS & WELLS LLP
200 PARK AVENUE
NEW YORK NEW YORK 10166 0153
Tel +1 212 878 8000
Fax +1 212 878 8375
www.cliffordchance.com
June 22, 2000
Gemini Genomics PLC
162 Science Park
Cambridge, CB4 4GH
United Kingdom
Re: Gemini Genomics plc
Ladies and Gentlemen:
We have acted as United States counsel for Gemini Genomics plc, a company
organized under the laws of England and Wales (the "Company"), in connection
with the preparation and filing of the Company's Registration Statement on Form
F-1 (as the same may be amended or supplemented from time to time, the
"Registration Statement") with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), covering the offer and sale of 12,000,000 Ordinary Shares (and to the
extent that the underwriters exercise their option to purchase up to 1,800,000
additional Ordinary Shares), in the form of American Depositary Shares or ADSs,
by the Company as described in the Registration Statement. This opinion is being
provided at your request in connection with the filing of the Registration
Statement.
In rendering the opinion expressed herein, we have examined and relied, with
your consent, on originals or copies, certified or otherwise identified to our
satisfaction, of such documents, corporate records and such other documents,
records and instruments as we have deemed necessary or appropriate for the
purpose of rendering this opinion. In our examination of the foregoing
documents, we have assumed, with your consent, that (i) all documents reviewed
by us are original documents, or true and accurate copies of original documents,
and have not been subsequently amended, (ii) the signatures on each original
document are genuine, (iii) each party who executed the document had proper
authority and capacity, (iv) all representations and statements set forth in
such documents are true and correct, (v) all obligations imposed by any such
documents on the parties thereto have been or will be performed or satisfied in
accordance with their terms and (vi) the Company has at all times been and will
continue to be organized and operated in accordance with the terms of such
documents. We have also assumed the accuracy of the statements and description
of the Company's intended activities as described in the Registration Statement
and that the Company has operated and will continue to operate in accordance
with the method of operation described in the Registration Statement.
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Gemini Genomics PLC Page 2
June 22, 2000
Based upon and subject to the foregoing, we are of the opinion that the
information concerning United States federal income taxation under the heading
"Taxation" in the Registration Statement, to the extent that it constitutes
matters of law, summaries of legal matters or documents, or legal conclusions,
is correct in all material respects. We confirm that the information concerning
United States federal income taxation under the heading "Taxation" in the
Registration Statement is, to the extent that it constitutes matters of law,
summaries of legal matters or documents, or legal conclusions, our opinion.
The opinion stated above represents our conclusions as to the application of the
federal income tax laws of the United States of America existing as of the date
of this letter in connection with the transactions contemplated in the
Registration Statement, and we can give no assurance that legislative
enactments, administrative changes or court decisions may not be forthcoming
that would modify or supersede our opinion. In addition, there can be no
assurance that positions contrary to our opinion will not be taken by the
Internal Revenue Service, or that a court considering the issues would not hold
contrary to such opinion. Further, the opinion set forth above represents our
conclusions based upon the documents, facts and accuracy of the assumptions and
representations referred to above. Any material amendments to such documents,
changes in any significant facts or inaccuracy of such assumptions or
representations could affect the opinion referred to herein.
The opinion set forth in this letter: (i) is limited to those matters expressly
covered and no opinion is to be implied in respect of any other matter; and (ii)
is as of the date hereof.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to this firm under the captions
"Taxation" and "Legal Matters" in the Registration Statement. In giving this
consent, we do not concede that we are within the category of persons whose
consent is required under the Securities Act or the rules and regulations of the
Commission promulgated thereunder.
Very truly yours,
/s/ Clifford Chance Rogers & Wells LLP
