Exhibit 8.1
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
[Form of Opinion]
[ ], 2000
Minnesota Mining and Manufacturing Company
3M Center
St. Paul, Minnesota 55144
Ladies and Gentlemen:
We are acting as counsel to Minnesota Mining and Manufacturing
Company, a Delaware corporation ("3M"), in connection with the proposed
merger (the "Merger") of Barbados Acquisition, Inc., a wholly owned
subsidiary of 3M ("Merger Sub") with and into Robinson Nugent, Inc.
("Robinson Nugent"), with Robinson Nugent surviving the Merger. The Merger
will be consummated pursuant to an Agreement and Plan of Merger, dated as
of October 2, 2000, by and between 3M, Robinson Nugent and Merger Sub (the
"Merger Agreement"). For purposes of this opinion, capitalized terms used
and not otherwise defined herein shall have the meanings ascribed thereto
in the Merger Agreement.
3M has filed with the Securities and Exchange Commission under
the Securities Act of 1933, as amended (the "1933 Act"), a registration
statement on Form S-4 (File No. 333-___) (the "Registration Statement")
with respect to the common stock of 3M to be issued to the Robinson Nugent
shareholders in the Merger in exchange for their common shares of Robinson
Nugent. In addition, 3M and Robinson Nugent have prepared, and we have
reviewed, a Proxy Statement/Prospectus which is contained in and made a
part of the Registration Statement (the "Proxy Statement/Prospectus"), and
the Appendices thereto, including the Merger Agreement. In rendering the
opinion set forth below, we have relied upon the facts and assumptions
stated in the Proxy Statement/Prospectus and upon such other documents as
we have deemed appropriate.
We have assumed that (i) all parties to the Merger Agreement, and
to any other documents reviewed by us, have acted, and will act, in
accordance with the terms of the Merger Agreement and such other documents,
(ii) the Merger will be consummated at the Effective Time pursuant to the
terms and conditions set forth in the Merger Agreement without the waiver
or modification of any such terms and conditions and (iii) the Merger is
authorized by and will be effected pursuant to applicable state law. Under
the Merger Agreement, it is a condition to the closing of the Merger that
3M and Robinson Nugent each receive an opinion, dated as of the date of the
Merger, of Fried, Frank, Harris, Shriver & Jacobson (which condition 3M and
Robinson Nugent do not intend to waive without re-soliciting proxies from
shareholders of Robinson Nugent), to the effect that the Merger will, based
upon certain representations and statements by 3M and Robinson Nugent,
constitute a reorganization under Section 368(a) of the Internal Revenue
Code of 1986, as amended.
Based upon and subject to the foregoing, we hereby confirm that
the discussion set forth in the Proxy Statement/Prospectus under the
caption "The Merger--Federal Income Tax Consequences," to the extent the
statements contained therein relate to matters of United States federal
income tax law or legal conclusions with respect thereto, and subject to
the qualifications, limitations and assumptions contained therein, fairly
presents in all material respects the information disclosed therein. No
opinion is expressed on any matters other than those specifically referred
to herein.
The opinion expressed herein is furnished to you for use in
connection with the Registration Statement and may not be used for any
other purpose without our prior written consent. We hereby consent to the
filing of this opinion as an exhibit to the Registration Statement and to
the references to this firm in the Proxy Statement/Prospectus under the
caption "The Merger - Federal Income Tax Consequences". In giving this
consent, we do not hereby admit that we are in the category of persons
whose consent is required under Section 7 of the 1933 Act.
Very truly yours,
By:
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FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
