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EXHIBIT 8.1
[LETTERHEAD OF HELLER EHRMAN WHITE & McAULIFFE LLP]
December 28, 2000
Thoratec Laboratories Corporation
6035 Stoneridge Drive
Pleasanton, California 94588
RE: MERGER OF LIGHTNING ACQUISITION CORP. INTO THERMO CARDIOSYSTEMS INC.
Ladies and Gentlemen:
This opinion is being delivered to you in connection with the Form S-4
Registration Statement (the "Registration Statement") filed pursuant to the
Agreement and Plan of Merger dated October 3, 2000 (the "Merger Agreement"), by
and among Thoratec Laboratories Corporation, a California corporation
("Thoratec"), Thermo Cardiosystems Inc., a Massachusetts corporation ("TCA"),
Lightning Acquisition Corp., a Massachusetts corporation ("Merger Sub"), a
wholly owned subsidiary of Thoratec, and Thermo Electron Corporation, a Delaware
corporation and majority stockholder of TCA.
Except as otherwise provided, capitalized terms used but not defined
herein shall have the meanings set forth in the Merger 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 Thoratec 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,
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Thoratec Laboratories Corporation
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representations, and warranties contained in the following documents (including
all exhibits and schedules attached thereto):
(a) the Merger Agreement;
(b) those tax representation letters delivered to us by Thoratec, Merger
Sub and TCA pursuant to the Merger Agreement (the "Tax Representation Letters");
(c) the Registration Statement; and
(d) such other instruments and documents related to the formation,
organization, and operation of Thoratec, Merger Sub, and TCA and related to the
consummation of the Merger and the other transactions contemplated by the Merger
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 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
Thoratec, Merger Sub, and TCA, their managements, employees, officers, and
directors in connection with the Merger, including but not limited to, those set
forth or described in the Merger Agreement (including the exhibits thereto), the
Registration Statement, and the Tax Representation Letters are true and accurate
at all relevant times;
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Thoratec Laboratories Corporation
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(c) All covenants contained in the Merger 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 Thoratec, Merger Sub, and TCA on
their respective federal income tax returns in a manner consistent 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 Registration Statement, the Merger Agreement, and the Tax
Representation Letters reflect all the material facts relating to the Merger,
Thoratec, Merger Sub, and TCA;
(g) The Merger will qualify as a statutory merger under the laws of the
State of Massachusetts; 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 if the Merger is consummated in accordance with the Merger
Agreement, for United States federal income tax purposes: (a) the Merger will be
a reorganization within the meaning of Section 368(a) of the Code, (b) Thoratec,
Merger Sub, and TCA will each be a party to that reorganization within the
meaning of Section 368(b) of the Code, and (c) except with respect to cash
received in lieu of fractional share interests in Thoratec Common Stock or upon
the exercise of dissenters' appraisal rights, no gain or loss will be
recognized, for United States federal income tax purposes, by a stockholder of
TCA as a result of the Merger with respect to the shares of TCA Common Stock
converted into Thoratec Common Stock.
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Thoratec Laboratories Corporation
December 28, 2000
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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 Merger Agreement. In addition, no opinion is expressed as to
any federal income tax consequence of the Merger or the other transactions
contemplated by the Merger 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 personal
circumstances or to certain types of investors subject to special treatment
under the federal income tax laws (including without limitation 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 dissenters' rights, and
stockholders who acquired their shares of TCA stock pursuant to the exercise of
options or otherwise as compensation or who hold their TCA stock as part of a
straddle or risk reduction transaction). To the extent that any of the
representations, warranties, statements, and assumptions material
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Thoratec Laboratories Corporation
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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.
No ruling has been sought from the Internal Revenue Service by Thoratec,
TCA or Merger Sub as to the federal income tax consequences of any aspect of the
Merger. 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.
This opinion is rendered to you solely for the purpose of complying with
applicable securities laws. This opinion is solely for the benefit of Thoratec
and the stockholders of TCA, and shall not inure to the benefit of any other
person, including without limitation any successor or assign of Thoratec,
whether by operation of law or otherwise, and is not to be used, circulated,
quoted or otherwise referred to for any purpose without our express written
permission.
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Thoratec Laboratories Corporation
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We consent to the reference to our firm under the caption "Material
Federal Income Tax Consequences" in the proxy statement/prospectus included in
the Registration Statement and to the reproduction and filing of this opinion as
an exhibit to the Registration Statement. 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,
/s/ Heller Ehrman White & McAuliffe LLP
