<PAGE>
EXHIBIT 8.1
October 24, 2000
Telxon Corporation
1000 Summit Drive
Cincinnati, OH 45150
Ladies and Gentlemen:
We have acted as counsel to you, Telxon Corporation, a Delaware corporation
("Telxon"), in connection with the proposed merger (the "Merger") of TX
Acquisition Corporation ("Merger Sub"), a Delaware corporation and a direct
wholly owned subsidiary of Symbol Technologies, Inc., a Delaware corporation
("Symbol"), with and into Telxon, pursuant to the Agreement and Plan of Merger
by and among Symbol, Merger Sub and Telxon, dated as of July 25, 2000, as
amended, (the "Merger Agreement"). This opinion is being furnished in connection
with the combined proxy statement of Telxon and prospectus of Symbol (the "Proxy
Statement/ Prospectus") which is included in the Registration Statement on Form
S-4 (the "Registration Statement") filed on the date hereof with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act") and in accordance with the requirements of Item
601(b)(8) of Regulation S-K under the Securities Act.
In rendering our opinion, we have reviewed the Proxy Statement/Prospectus
and such other materials as we have deemed necessary or appropriate as a basis
for our opinion. In addition, we have considered the applicable provisions of
the Internal Revenue Code of 1986, as amended (the "Code"), Treasury Regulations
promulgated thereunder by the Treasury Department (the "Regulations"), pertinent
judicial authorities, rulings of the Internal Revenue Service (the "IRS") and
such other authorities as we have considered relevant, in each case, in effect
on the date hereof. It should be noted that such Code, Regulations, judicial
decisions, administrative interpretations and such other authorities are subject
to change at any time and, in some circumstances, with retroactive effect. A
material change in any of the materials or authorities upon which our opinion is
based could affect our conclusions stated herein.
Based upon the foregoing, although the discussion in the Proxy
Statement/Prospectus under the caption "Material United States Federal Income
Tax Consequences" does not purport to discuss all of the anticipated material
United States federal income tax consequences of the Merger, it is our opinion
that such discussion constitutes in all material respects a fair and accurate
summary of the anticipated material United States federal income tax
consequences of the Merger under existing law. There can be no assurance that
contrary positions may not be asserted by the IRS.
This opinion is being furnished in connection with the Proxy Statement/
Prospectus. You may rely upon and refer to the foregoing opinion in the Proxy
Statement/Prospectus. Any variation or difference in any fact from those set
forth or assumed either herein or in the Proxy Statement/Prospectus may affect
the conclusions stated herein.
In accordance with the requirements of Item 601(b)(23) of Regulation S-K
under the Securities Act, we hereby consent to the use of our name under the
caption "Material United States Federal Income Tax Consequences" in the Proxy
Statement/Prospectus and to the filing of this opinion as an Exhibit to the
Registration Statement. In giving this consent, we do not admit that we come
within the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom LLP
--------------------------------------------
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
