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EXHIBIT 8.2
October 24, 2000
Re: Merger of TX Acquisition Corporation
with and into Telxon Corporation
Symbol Technologies, Inc.
One Symbol Plaza
Holtsville, New York 11742
Ladies and Gentlemen:
We have acted as counsel to Symbol Technologies, Inc., a Delaware
corporation ("Parent"), in connection with the proposed merger (the "Merger") of
TX Acquisition Corporation, a Delaware corporation and a direct wholly-owned
subsidiary of Parent ("Sub"), with and into Telxon Corporation, a Delaware
corporation (the "Company"), with the separate corporate existence of Sub
ceasing and the Company continuing as the surviving corporation. The Merger will
be consummated pursuant to the Agreement and Plan of Merger dated as of July 25,
2000, by and among Parent, Sub and the Company, as amended, (the "Merger
Agreement"). For purposes of this opinion, capitalized terms used and not
otherwise defined herein shall have the meaning ascribed thereto in the Merger
Agreement. This opinion is being delivered in connection with Parent's
Registration Statement on Form S-4 relating to the proposed Merger pursuant to
the Merger Agreement (the "Registration Statement") to which this opinion
appears as an exhibit.
In acting as counsel to Parent in connection with the Merger, we have, in
preparing our opinion, as hereinafter set forth, participated in the
preparation of the Merger Agreement and the preparation and filing of the
Registration Statement.
You have requested that we render the opinion set forth below. In
rendering such opinion, we have assumed with your consent that (i) the Merger
will be effected in accordance with the Merger Agreement, (ii) the statements
concerning the Merger set forth in the Merger Agreement and the Registration
Statement are true, complete and correct and will remain true, complete and
correct at all times up to and including the Effective Time, (iii) the
representations made by Parent and the Company in their respective letters
delivered to us for purposes of this opinion (the "Representation Letters") are
true, complete and correct and will remain true, complete and correct at all
times up to and including the Effective Time, and (iv) any representations made
in the Representation Letters "to the knowledge of" or similarly qualified are
true, correct and complete without such qualification. We have also assumed
that the parties have complied with and, if applicable, will continue to comply
with, the covenants contained in the Merger Agreement. We have examined the
documents referred to above and the originals, or duplicates or certified or
conformed copies, of such records, documents, certificates or other instruments
and made such other inquiries as in our judgment are necessary or appropriate
to enable us to render the opinion set forth below. We have not, however,
undertaken any independent investigation of any factual matter set forth in any
of the foregoing.
If the Merger is effected on a factual basis different from that
contemplated in the Merger Agreement and the Registration Statement the opinion
expressed herein may be inapplicable. Our opinion is based on the Internal
Revenue Code of 1986, as amended (the "Code"), Treasury Regulations,
administrative interpretations, and judicial precedents as of the date hereof.
If there is any subsequent change in the applicable law or regulations, or if
there are subsequently any new applicable administrative or judicial
interpretations of the law or regulations, the opinion expressed herein may
become inapplicable.
Based on and subject to the foregoing, the discussion contained in the
Registration Statement under the caption "THE MERGER-- Material United States
Federal Income Tax Consequences," constitutes, in all material respects, an
accurate summary of the United States federal income tax matters described
therein.
We express our opinion herein only as to those matters specifically set
forth above and no opinion should be inferred as to the tax consequences of the
Merger under any state, local or foreign law, or with respect to other areas of
United States federal taxation. We are members of the Bar of the State of New
York, and we do not express any opinion herein concerning any law other than
the federal law of the United States.
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We hereby consent to the filing of this opinion as Exhibit 8.2 to the
Registration Statement and to the references to our firm name therein.
Very truly yours,
SIMPSON THACHER & BARTLETT
