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EXHIBIT 8.2
[LETTERHEAD OF GRAY CARY]
June 1, 2000
YuniNetworks, Inc.
12780 High Bluff Drive, Suite 270
San Diego, CA 92130
Ladies and Gentlemen:
This opinion is being delivered to you in connection with the filing of a
registration statement on Form S-4 of a Prospectus/Consent Solicitation
Statement (the "Registration Statement") pursuant to the Agreement and Plan of
Merger dated as of April 18, 2000 (the "Reorganization Agreement") by and among
Applied Micro Circuits Corporation, a Delaware corporation ("Parent"), Oli
Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of
Parent ("Merger Sub") and YuniNetworks, Inc., a Delaware corporation (the
"Company"). Pursuant to the Reorganization Agreement, Merger Sub will merge
with and into the Company (the "Merger").
Unless otherwise defined, capitalized terms referred to herein have the meanings
set forth in the Reorganization Agreement. All section references, unless
otherwise indicated, are to the Internal Revenue Code of 1986, as amended (the
"Code").
We have acted as legal counsel to the Company in connection with the preparation
and execution of the Reorganization Agreement. 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, of the statements, covenants, representations and warranties
contained in the following documents (including all schedules and exhibits
thereto): (1) the Reorganization Agreement; (2) the Registration Statement; (3)
representations and warranties made to us by Parent, Merger Sub and the Company
(the "Tax Representation Letters"); and (4) such other instruments and documents
related to the formation, organization and operation of Parent, Merger Sub and
the Company or to the consummation of the Merger and the transactions
contemplated thereby as we have deemed necessary or appropriate.
In connection with rendering this opinion, we have assumed or obtained
representations (and are relying thereon, without any independent investigation
or review thereof) that:
1. Original documents (including signatures) are authentic, documents
submitted to us as copies conform to the original documents, and there has been
(or will be by the Effective Time of the Merger) due execution and delivery of
all documents where due execution and delivery are prerequisites to
effectiveness thereof;
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GRAY CARY WARE & FREIDENRICH LLP
YuniNetworks, Inc.
June 1, 2000
Page Two
2. Any representation or statement made "to the best of knowledge" or
similarly qualified is correct without such qualification. As to all matters in
which a person or entity making a representation referred to above has
represented that such person or entity either is not a party to, does not have,
or is not aware of, any plan or intention, understanding or agreement, there is
in fact no such plan, intention, understanding or agreement;
3. All statements, descriptions and representations contained in any of
the documents referred to herein or otherwise made to us (including, but not
limited to the Tax Representation Letters) are true and correct as of the date
hereof and at the Effective Time, and no actions have been (or will be) taken
which are inconsistent with such statements, descriptions and representations;
4. The Merger will be consummated in accordance with the Reorganization
Agreement (and without any waiver, breach or amendment of any of the material
provisions thereof), will be effective under the applicable state law, and will
be reported by Parent and the Company on their respective federal income tax
returns in a manner consistent with the opinion set forth below; and
5. An opinion of Cooley Godward LLP, counsel to Parent, substantially
identical in substance to this opinion, has been delivered and not withdrawn.
Based on our examination of the foregoing items and subject to the limitations,
qualifications, assumptions, and caveats set forth herein, we are of the opinion
that:
1. For federal income tax purposes, the Merger will constitute a
reorganization within the meaning of Section 368(a) of the Code; and
2. Subject to the foregoing and the fact that the discussion in the
Registration Statement under the heading "Material Federal Income Tax
Consequences" (the "Discussion") is a summary and does not purport to discuss
all possible United Stated federal income tax consequences of the Merger and
sets forth additional limitations, qualifications, assumptions and caveats, the
Discussion sets forth the material United States federal income tax consequences
of the Merger to holders of Company capital stock.
This opinion does not address the various state, local or foreign tax
consequences that may result from the Merger or other transactions contemplated
by the Reorganization Agreement. In addition, no opinion is expressed as to any
federal income tax consequences of the Merger or the other transactions
contemplated by the Reorganization 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 any transaction other than the Merger as described
in the Reorganization Agreement or to any transaction whatsoever, including the
Merger, if all the transactions described in the Reorganization Agreement are
not consummated in accordance with the terms of such Reorganization Agreement
and without waiver or breach of any material provision thereof or if all of the
representations, warranties, statements and assumptions upon
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GRAY CARY WARE & FREIDENRICH LLP
YuniNetworks, Inc.
June 1, 2000
Page Three
which we relied are not true and accurate at all relevant times. In the event
any one of the statements, representations, warranties or assumptions upon which
we have relied to issue this opinion is incorrect, our opinion might be
adversely affected and may not be relied upon.
This opinion represents and is based upon our best judgment regarding the
application of federal income tax laws arising under the Code, existing judicial
decisions, administrative regulations and published rulings and procedures. Our
opinion is not binding upon the Internal Revenue Service or the courts, and the
Internal Revenue Service is not precluded from successfully asserting a contrary
position. Furthermore, no assurance can be given that future legislative,
judicial or administrative changes, on either a prospective or retroactive
basis, would not adversely affect the accuracy of the conclusions stated herein.
Nevertheless, we undertake no responsibility to advise you of any new
developments in the application or interpretation of the federal income tax
laws.
This opinion has been delivered to you only for the purposes stated. It is
intended for the benefit of the Company and the stockholders of the Company and
may not be relied upon for any other purpose or by any other person or entity,
and may not be made available to any other person or entity without our prior
written consent. We hereby consent, however, to the use of this opinion as an
exhibit to the Registration Statement and further consent to the use of our name
wherever appearing in the Registration Statement, including the
Prospectus/Consent Solicitation Statement constituting a part thereof, and any
amendments thereto.
Very truly yours,
/s/ GRAY CARY WARE & FREIDENRICH LLP
