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EXHIBIT 8.2
[SIDLEY & AUSTIN LETTERHEAD]
June 23, 2000
Lunar Corporation
726 Heartland Trail
Madison, Wisconsin, 53717-1915
Ladies and Gentlemen:
We have acted as counsel for Lunar Corporation, a Wisconsin corporation (the
"Company"), in connection with the proposed merger (the "Merger") of Topaz
Merger Corp., a Wisconsin Corporation ("Sub"), all of whose outstanding stock is
owned by GE Medical Systems, a division of General Electric Company, a New York
corporation ("Parent"), with and into the Company pursuant to an Agreement and
Plan of Merger dated as of June 2, 2000 (the "Agreement"), among Parent, Sub,
and the Company, and as described in the registration statement on Form S-4,
which includes the Proxy Statement/Prospectus (the "Registration
Statement/Prospectus") as filed with the Securities and Exchange Commission (the
"SEC") on June 23, 2000. Capitalized terms used but not defined herein have the
meanings ascribed to them in the Agreement.
As provided in the Agreement, at the Effective Time, by virtue of the
Merger: (i) each issued and outstanding share of Common Stock, par value $0.01
per share, of the Company ("Company Common Stock") (other than shares of Company
Common Stock to be canceled as described below) will be converted into the right
to receive the number of shares of common stock, par value $0.06 per share, of
the Parent ("Parent Common Stock") generally determined by dividing $17.00 by
the Average Parent Share Price and rounding the result to the nearest one
thousandth of a share, with cash paid in lieu of a fractional share of Parent
Common Stock; (ii) each share of Company Common Stock that is held in the
treasury of the Company and each share of Company Common Stock that is owned by
Parent or Sub will be canceled and retired and no capital stock of Parent or
other consideration will be delivered in exchange therefor; and (iii) each
issued and outstanding share of common stock, par value $0.01 per share, of Sub
will be converted into one validly issued, fully paid and nonassessable (except
as provided) share of common stock of the Surviving Corporation.
You have requested our opinion concerning certain federal income tax
consequences of the Merger. For purposes of our opinion, we have reviewed the
Agreement, the Registration Statement/ Prospectus, and such other documents and
corporate records, and have considered such matters of law, as we have deemed
necessary or appropriate. We have assumed the authenticity of all documents
submitted to us as originals, the genuineness of all signatures, the legal
capacity of all natural persons and the conformity with original documents of
all copies submitted to us for our examination. In addition, we have assumed
that (i) the Merger will be consummated in the manner contemplated by the
Registration Statement/Prospectus and in accordance with the provisions of the
Agreement; (ii) the factual statements concerning the Merger and the
representations set forth in the Agreement and the Registration
Statement/Prospectus are true, correct and complete and will continue to be
true, correct and complete at all times up to and including the Effective Time;
and (iii) the factual representations made to us by Parent and the Company in
the Parent Tax Certificate and the Company Tax Certificate, respectively, dated
the date hereof and delivered to us for purposes of this opinion are true,
correct and complete and will continue to be true, correct and complete at all
times up to and including the Effective Time.
If any of the foregoing assumptions is untrue for any reason, our opinion as
expressed below may be adversely affected and may not be relied upon.
Our opinion is based on the current provisions of the Internal Revenue Code
of 1986, as amended (the "Code"), current regulations and proposed regulations
thereunder, current published
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administrative rulings and procedures of the Internal Revenue Service, and
judicial decisions published to date, all of which are subject to change at any
time. You should note that future legislative, judicial, or administrative
actions, decisions, or interpretations, which may be retroactive in effect,
could materially affect our opinion. We assume no obligation to update or
supplement this letter to reflect any facts or circumstances which may hereafter
come to our attention with respect to the opinion expressed herein, including
any changes in applicable law which may hereafter occur.
Based upon and subject to the foregoing, it is our opinion, as counsel for
the Company, that, for federal income tax purposes, the Merger will constitute a
reorganization within the meaning of Section 368(a) of the Code, and each of the
Company, Sub and Parent will be a party to that reorganization within the
meaning of Section 368(b) of the Code.
In addition, reference is made to the statements in the Registration
Statement/Prospectus under the caption "The Merger--Material United States
Federal Income Tax Consequences," which have been prepared or reviewed by us. It
is our opinion that the statements made under the caption "The Merger--Material
United States Federal Income Tax Consequences," to the extent constituting
statements of law or legal conclusions and subject to the limitations contained
therein, are correct and describe the material U.S. federal income tax
consequences of the Merger.
Except as expressly set forth above, we express no opinion on any issue
relating to the tax consequences of, or any other matters related to, the
Merger. An opinion of counsel is not binding on the Internal Revenue Service or
the courts, and there can be no assurance that the Internal Revenue Service or a
court would not take a contrary position with respect to the conclusions set
forth above.
We are furnishing this opinion in connection with the filing of the
Registration Statement/ Prospectus with the SEC, and this opinion is not to be
used, circulated, quoted or otherwise referred to for any other purpose without
our express written permission.
We consent to the filing of this opinion as Exhibit 8.2 to the Registration
Statement/Prospectus and to the reference to our firm name therein. In giving
this consent, we do not admit that we are within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as amended,
or the rules or regulations of the SEC promulgated thereunder.
Very truly yours,
/s/ Sidley & Austin
