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EXHIBIT 8.1
December 6, 2000
Allscripts, Inc.
2401 Commerce Drive
Libertyville, Illinois 60048
Ladies & Gentlemen:
You have requested our opinion regarding certain federal income tax
consequences of the merger (the "Merger") of Bursar Acquisition, Inc.
("Bursar"), a Delaware corporation and direct wholly-owned subsidiary of
Allscripts Healthcare Solutions, Inc., a Delaware corporation, formerly known as
Allscripts Holding, Inc. ("New Allscripts"), with and into Allscripts, Inc., a
Delaware corporation (the "Company").
In formulating our opinion, we examined such documents as we deemed
appropriate, including the Agreement and Plan of Merger dated as of July 13,
2000, as amended from time to time, by and among New Allscripts, Bursar, the
Company, Channelhealth Incorporated, a Delaware corporation ("Channelhealth"),
IDX Systems Corporation, a Vermont corporation ("IDX") and Bursar Acquisition
No.2, Inc., a Delaware corporation (the "Merger Agreement"), the Proxy Statement
(the "Proxy Statement") filed by Allscripts with the Securities and Exchange
Commission (the "SEC") and the Registration Statement on Form S-4, as filed by
New Allscripts with the SEC on November 8, 2000, as amended, in which the Proxy
Statement is included as a prospectus (with all amendments thereto, the
"Registration Statement"). In addition, we have obtained such additional
information as we deemed relevant and necessary through consultation with
various officers and representatives of New Allscripts and Allscripts. Any
capitalized term not defined herein shall have the meaning assigned to such term
in the Merger Agreement.
Our opinion set forth below assumes (1) the accuracy of the statements
and facts concerning the Merger set forth in the Merger Agreement, the Proxy
Statement and the Registration Statement, (2) the consummation of the Merger in
the manner contemplated by, and in accordance with the terms set forth in, the
Merger Agreement, the Proxy Statement and the Registration Statement, (3) the
accuracy as of the Effective Time of (a) the representations made by New
Allscripts and Bursar which are set forth in
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Allscripts, Inc.
December 6, 2000
Page 2
the certificate delivered to us by New Allscripts, dated the date hereof, (b)
the representations made by Allscripts which are set forth in the certificate
delivered to us by Allscripts, dated the date hereof, (c) the representations
made by Channelhealth which are set forth in the certificate delivered to us by
Channelhealth, dated the date hereof, and (d) the representation made by IDX
which is set forth in the certificate delivered to us by IDX, dated the date
hereof, (4) that any representations made in such certificates that are
qualified by knowledge or a qualification of like import at the Effective Time
will be accurate without such qualification, and (5) no change in law applicable
to the Merger from the date hereof through the Effective Time.
Based upon the facts and statements set forth above, our examination
and review of the documents referred to above and subject to the assumptions set
forth above and the discussion set forth below, we are of the opinion that:
1. The Merger will constitute a reorganization within the meaning of
Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code");
and
2. The discussion included in the Registration Statement under the
caption "THE TRANSACTION - United States Federal Income Tax Consequences -
Federal Income Tax Implications to Allscripts Stockholders," insofar as it
constitutes statements of federal income tax law or legal conclusions and except
to the extent qualified therein, is accurate in all material respects.
We express no opinion concerning any tax consequences of the Merger
other than those specifically set forth herein.
Our opinion is based on current provisions of the Code, the Treasury
Regulations promulgated thereunder, published pronouncements of the Internal
Revenue Service and case law, any of which may be changed at any time with
retroactive effect. Any change in applicable laws or facts and circumstances
surrounding the Merger, or any inaccuracy in the statements, facts, assumptions
and representations on which we have relied, may affect the continuing validity
of the opinions set forth herein. We assume no responsibility to inform you of
any such change or inaccuracy that may occur or come to our attention.
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Allscripts, Inc.
December 6, 2000
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We hereby consent to the use of our name under the captions "SUMMARY -
United States Federal Income Tax Consequences", "THE TRANSACTION - United States
Federal Income Tax Consequences" and "LEGAL MATTERS" in the Proxy Statement and
to the filing of this opinion as an exhibit to the Registration Statement.
Very truly yours,
Weil, Gotshal & Manges, LLP
