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Exhibit 8.2
GOODWIN, PROCTER & HOAR LLP
COUNSELLORS AT LAW
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
TELEPHONE (6l7) 570-l000
TELECOPIER (6l7) 570-l231
August 17, 2000
Voyager.net, Inc.
4660 S. Hagadorn Road
Suite 320
East Lansing, MI 48823
RE: REGISTRATION STATEMENTS ON FORM S-4
Ladies and Gentlemen:
In connection with the Registration Statements on Form S-4 of
CoreComm Merger Sub, Inc. and ATX Telecommunications Services, Inc. (the Forms
S-4) and the Joint Proxy Statement and Prospectus on Form S-4 (the
"Prospectus") filed by those registrants, with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended (the "Act"), and
the rules and regulations thereunder (the "Rules"), in connection with the
issuance of common stock, par value $0.01 per share, of those registrants in
connection with the transactions involving Voyager.net, Inc. ("Voyager"),
CoreComm Limited ("CoreComm") and ATX Telecommunications Services, Inc., we have
been requested to render our opinion as to the matters hereinafter set forth.
Capitalized terms used and not otherwise defined herein shall have the meanings
attributed thereto in the Prospectus.
In rendering this opinion, we have reviewed copies of the Prospectus
(including exhibits and amendments thereto). We have also made such other
investigations of fact and law and have examined the originals, or copies
authenticated to our satisfaction, of such other documents, records,
certificates or other instruments as in our judgment are necessary or
appropriate to render the opinion set forth below. The opinion set forth below
is further based upon certain factual representations set forth in
representation letters from Voyager and CoreComm dated as of the date hereof. We
have assumed that such representations are true, correct and complete from the
date hereof through the date of the Voyager Merger, and that no actions that are
inconsistent with such representations will be taken.
The opinion set forth below is based on the Internal Revenue Code of 1986,
as amended (the "Code"), administrative rulings, judicial decisions, Treasury
regulations
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and other applicable authorities, all as in effect on the date hereof. The
statutory provisions, regulations, and interpretations upon which the opinion
set forth below is based are subject to change, and such changes could apply
retroactively. Any such change could affect the continuing validity of the
opinion set forth below. We assume no responsibility to advise you of any
subsequent changes in existing law or facts, nor do we assume any responsibility
to update this opinion with respect to any matters expressly set forth herein,
and no opinions are to be implied or may be inferred beyond the opinion
expressly set forth below.
Based upon and subject to the foregoing, as well as the limitations set
forth below, we confirm that the federal income tax consequences to the Voyager
shareholders set forth under the subheadings "Treatment of Voyager Shareholders"
and "Reporting Requirements," which are under the heading "Material United
States Federal Income Tax Considerations" in the Prospectus, constitute our
opinion with respect to such matters.
No opinion is expressed as to any matter not specifically addressed above.
Also, no opinion is expressed as to the tax consequences of the Voyager Merger
under any foreign, state, or local tax law. Moreover, you should recognize that
our opinion is not binding on the Internal Revenue Service (the "Service"), that
the Service may disagree with the opinion set forth above, and that although we
believe that the opinion set forth above would be sustained if challenged, there
can be no assurance to that effect.
We hereby consent to the filing of this opinion as an exhibit to the
Prospectus, or any amendment pursuant to Rule 462 under the Act, and to the use
of our name under the heading "Legal Matters" and "Material United States
Federal Income Tax Considerations" in the Prospectus, or any amendment pursuant
to Rule 462 under the Act. In giving this consent, we do not hereby agree that
we come within the category of persons whose consent is required by the Act or
the Rules.
Very truly yours,
/s/ GOODWIN, PROCTER & HOAR LLP
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GOODWIN, PROCTER & HOAR LLP
