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EXHIBIT 8
[LETTERHEAD OF BAKER & DANIELS]
January 8, 2001
Bindley Western Industries, Inc.
Indianapolis, Indiana
Ladies and Gentlemen:
We have acted as counsel to Bindley Western Industries, Inc., an Indiana
corporation ("Bindley Western") in connection with the merger (the "Merger")
of Brick Merger Corp., an Indiana corporation ("Merger Sub") and a wholly
owned subsidiary of Cardinal Health, Inc., an Ohio corporation ("Cardinal")
with and into Bindley Western under and pursuant to the Agreement and Plan of
Merger (the "Merger Agreement") among Cardinal, Merger Sub and Bindley Western
dated as of December 2, 2000. In that capacity, you have requested our opinion
as to certain federal income tax matters incident to the Merger.
For purposes of rendering this opinion, we have examined the Merger
Agreement, the Registration Statement on Form S-4 (including the Proxy
Statement/Prospectus that is a part thereof) to be filed by Cardinal with the
Securities and Exchange Commission with respect to the issuance of Cardinal
common shares in connection with the Merger and such other documents as we
have deemed to be appropriate. We have also been furnished with
representations as to certain factual matters by officers of Bindley Western
and officers of Cardinal.
Based upon and subject to the accuracy of the foregoing, we are of the
opinion, under the Internal Revenue Code of 1986, as amended (the "Code"),
applicable Treasury Regulations, official pronouncements of the Internal
Revenue Service, and relevant judicial decisions, all as in effect on this
date, for federal income tax purposes, that:
(1) The Merger will constitute a reorganization within the meaning of
Section 368(a) of the Code;
(2) Cardinal, Merger Sub and Bindley Western will each be a party to the
reorganization under Section 368(b) of the Code; and
(3) Pursuant to Section 354 of the Code, shareholders of Bindley Western
will not recognize gain or loss upon the receipt of Cardinal common shares
as a result of the Merger (except to the extent a shareholder of Bindley
Western receives cash in lieu of fractional share interests in Cardinal).
We are furnishing this opinion solely to you in connection with the
transactions contemplated by the Merger Agreement, and it is not to be relied
upon, used, circulated, quoted, or otherwise referred to for any other purpose
or by any other party without our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the captions "United
States Federal Income Tax Consequences" and "Legal Matters" in the Proxy
Statement/Prospectus. Such consent does not concede that we are an "expert"
for the purposes of the Securities Act of 1933.
Very truly yours,
/s/ Baker & Daniels
