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EXHIBIT 8.1
November 17, 2000
Excalibur Technologies
1921 Gallows Road, Suite 200
Vienna, Virginia 22182
Ladies and Gentlemen:
This opinion is being delivered to you in connection with the Form S-4
Registration Statement and the Proxy Statement (the "Proxy/Prospectus") filed
pursuant to the Agreement and Plan of Contribution and Merger dated as of
April 30, 2000, as amended (the "Agreement") by and among Excalibur
Technologies ("Excalibur"); Intel Corporation ("Intel"); Exca Holdings, Inc.,
now named Convera Corporation ("Convera"), a wholly-owned subsidiary of
Excalibur; and Excalibur Transitory, Inc. ("Merger Sub"), a wholly owned
subsidiary of Convera. Except as otherwise provided, capitalized terms used
but not defined herein shall have the meanings set forth in the Agreement. All
"section" references, unless otherwise indicated, are to the Internal Revenue
Code of 1986, as amended (the "Code").
We have acted as tax counsel to Excalibur in connection with the
Merger. As such, and for the purpose of rendering this opinion, we have
examined, and are relying upon (without any independent investigation or
review thereof) the truth and accuracy at all relevant times (including
without limitation the Effective Time) of, the statements, covenants,
representations, and warranties contained in the following documents
(including all exhibits and schedules attached thereto):
(a) the Agreement;
(b) those tax representation letters delivered to us by Excalibur
and Convera (the "Tax Representation Letters");
(c) the Proxy/Prospectus; and
(d) such other instruments and documents related to the formation,
organization, and operation of Excalibur, Intel, Merger Sub, and Convera and
related to the consummation of the Merger and the other transactions
contemplated by the Agreement as we have deemed necessary or appropriate.
In connection with rendering this opinion, we have assumed (without
any independent investigation or review thereof) that:
(a) Original documents submitted to us (including signatures
thereto) are authentic, documents submitted to us as copies conform to the
original documents, and all such documents
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have been (or will be by the Effective Time) duly and validly executed and
delivered where due execution and delivery are a prerequisite to the
effectiveness thereof;
(b) All representations, warranties, and statements made or agreed
to by Excalibur, Intel, Merger Sub, and Convera, their managements, employees,
officers, and directors in connection with the Merger, including but not
limited to, those set forth or described in the Agreement (including the
exhibits thereto), the Proxy/Prospectus, and the Tax Representation Letters
are true and accurate at all relevant times;
(c) All covenants contained in the Agreement (including exhibits
thereto) and the Tax Representation Letters are performed without waiver or
breach of any material provision thereof;
(d) The Merger will be reported by Excalibur, Intel, Merger Sub, and
Convera on their respective federal income tax returns in a manner not
inconsistent with the opinion set forth below;
(e) Any representation or statement made "to the best of knowledge"
or similarly qualified is correct without such qualification;
(f) The Proxy/Prospectus, the Agreement, and the Tax Representation
Letters reflect all the material facts relating to the Merger;
(g) The Merger will qualify as a statutory merger under the laws of
the State of Delaware; and
(h) As to all matters as to which any person or entity represents
that it is not a party to, does not have, or is not aware of any plan,
intention, understanding or agreement, there is in fact no such plan,
intention, understanding or agreement.
Based on our examination of the foregoing items and subject to the
limitations, qualifications, and assumptions set forth herein, we are of the
opinion that:
1. If the Merger is consummated in accordance with the Agreement,
for United States federal income tax purposes: (a) the Merger will be a
reorganization within the meaning of Section 368(a)(1) and (b) Excalibur, Merger
Sub, and Convera will each be a party to that reorganization within the meaning
of Section 368(b).
2. The discussion entitled "Material Federal Income Tax
Consequences" set forth in the Proxy/Prospectus, insofar as it relates to
statements of law and legal conclusions expresses our opinion of the material
federal income tax consequences of the Merger.
This opinion is limited to the federal income tax consequences of the
Merger and does not address the various state, local, or foreign tax
consequences that may result from the Merger or the other transactions
contemplated by the Agreement. In addition, no opinion is expressed as to any
federal income tax consequence of the Merger or the other transactions
contemplated by the Agreement except as specifically set forth herein, and
this opinion may not be relied upon except with respect to the consequences
specifically discussed herein. No opinion is expressed as to the federal
income tax treatment that may be relevant to a particular investor in light of
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personal circumstances or to certain types of investors subject to special
treatment under the federal income tax laws (for example, life insurance
companies, dealers in securities, taxpayers subject to the alternative minimum
tax in the year in which the Merger occurs, banks, tax-exempt organizations,
non-United States persons, stockholders who exercise dissenter's rights, and
stockholders who acquired their shares of Excalibur or Convera stock pursuant
to the exercise of options or otherwise as compensation or who hold their
Excalibur stock as part of a straddle or risk reduction transaction). To the
extent that any of the representations, warranties, statements, and
assumptions material to our opinion and upon which we have relied are not
accurate and complete in all material respects at all relevant times, our
opinion could be adversely affected and should not be relied upon.
This opinion is not binding on the Internal Revenue Service or any
court of law, administrative agency or other governmental body and represents
only our judgment as to the likely outcome if the federal income tax
consequences of the Merger were properly presented to a court of competent
jurisdiction. Our conclusions are based on the Code, existing judicial
decisions, administrative regulations, and published rulings as in effect on
the date hereof. No assurance can be given that future legislative, judicial,
or administrative changes or interpretations will not adversely affect the
accuracy of our conclusions. Nevertheless, by rendering this opinion, we
undertake no responsibility to advise you of any new developments in the
application or interpretation of the federal income tax laws.
We consent to the reference to our firm under the caption "Material
Federal Income Tax Consequences" in the Proxy Statement included in the
Proxy/Prospectus and to the reproduction and filing of this opinion as an
exhibit to the Proxy/Prospectus. In giving this consent, however, we do not
admit that we are in the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended.
Very truly yours,
HELLER EHRMAN WHITE & MCAULLIFE LLP
