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EXHIBIT 8.1
[LETTERHEAD OF WILSON SONSINI GOODRICH & ROSATI]
December 29, 2000
Rational Software Corporation
18880 Homestead Road
Cupertino, CA 95014
Ladies and Gentlemen:
We have acted as counsel to Rational Software Corporation, a Delaware
corporation ("Rational"), in connection with the preparation and execution of
the Amended and Restated Agreement and Plan of Reorganization (the "Merger
Agreement"), dated as of November 27, 2000, by and among Rational and Catapulse
Inc., a Delaware corporation (Catapulse"). Pursuant to the Merger Agreement
Catapulse will merge with and into Rational (the "Merger"), and the separate
corporate existence of Catapulse will cease. The Merger and certain proposed
transactions incident thereto are described in the Registration Statement on
Form S-4 (the "Registration Statement") of Rational which includes the Joint
Proxy Statement/Prospectus relating to the Merger (the "Proxy
Statement/Prospectus"). This opinion is being rendered pursuant to the
requirements of Item 21(a) of Form S-4 under the Securities Act of 1933, as
amended. Unless otherwise indicated, any capitalized terms used herein and not
otherwise defined have the meaning ascribed to them in the Merger Agreement or
the Registration Statement.
In connection with this opinion, we have examined and are familiar with the
Merger Agreement, the Registration Statement, and such other presently existing
documents, records and matters of law as we have deemed necessary or appropriate
for purposes of our opinion. In addition, we have assumed (i) that the Merger
will be consummated in the manner contemplated by the Proxy Statement/Prospectus
and in accordance with the provisions of the Merger Agreement, (ii) the truth
and accuracy of the representations and warranties made by Rational and
Catapulse in the Merger Agreement, and (iii) the truth and accuracy of the
certificates of representations to be provided to us by Rational and Catapulse.
Based upon and subject to the foregoing, in our opinion, the discussion
contained in the Registration Statement under the caption "Material United
States Federal Income Tax Considerations," subject to the limitations and
qualifications described therein, sets forth the material United States federal
income tax consequences of the Merger. Because this opinion is being delivered
prior to the Effective Time of the Merger, it must be considered prospective and
dependent on future events. There can be no assurance that changes in the law
will not take place which could affect the United States federal income tax
consequences of the Merger or that contrary positions may not be taken by the
Internal Revenue Service.
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Rational Software Corporation
December 29, 2000
Page 2
This opinion is furnished to you solely for use in connection with the
Registration Statement. We hereby consent to the filing of this opinion as
Exhibit 8.1 to the Registration Statement. We also consent to the reference to
our firm name wherever appearing in the Registration Statement with respect to
the discussion of the material federal income tax consequences of the Merger,
including the Proxy Statement/Prospectus constituting a part thereof, and any
amendment thereto. In giving this consent, we do not thereby admit that we are
in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder, nor do we thereby admit that we
are experts with respect to any part of such Registration Statement within the
meaning of the term "experts" as used in the Securities Act of 1933, as amended,
or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/S/ WILSON SONSINI GOODRICH & ROSATI
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
