EXHIBIT 8.1
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
January 11, 2001
Minnesota Mining and Manufacturing Company
3M Center
St. Paul, Minnesota 55144
Ladies and Gentlemen:
We are acting as special 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. 333-49830) (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 and (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. 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 have agreed will not be waived 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," subject to the qualifications,
limitations and assumptions contained therein, represents our opinion as to the
material federal income tax consequences of the merger to 3M, Robinson Nugent
and the holders of Robinson Nugent common shares who are citizens or residents
of the United States or that are domestic corporations. 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: /S/ FRIED, FRANK, HARRIS, SHRIVER &
JACOBSON
------------------------------------
FRIED, FRANK, HARRIS, SHRIVER &
JACOBSON
