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EXHIBIT 8.2
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, Massachusetts 02111
DIRECT DIAL 617-832-1682 617 542 6000
617 542 2241 FAX
October 31, 2000
GelTex Pharmaceuticals, Inc.
153 Second Avenue
Waltham, MA 02451
Ladies and Gentlemen:
We have acted as counsel to GelTex Pharmaceuticals, Inc. ("GelTex"), a
Delaware corporation, in connection with the proposed merger of GelTex with and
into Titan Acquisition Corp. ("Merger Sub"), a Massachusetts corporation and
wholly-owned subsidiary of Genzyme Corporation ("Genzyme"), a Massachusetts
corporation. The Merger will be consummated pursuant to an Agreement and Plan of
Merger dated as of September 11, 2000, as amended by Amendment No. 1 to
Agreement and Plan of Merger dated as of October 19, 2000 (the "Merger
Agreement"), by and among Genzyme, GelTex and Merger Sub. The Merger is
described in the Registration Statement on Form S-4 (the "Registration
Statement") of which this exhibit is a part. 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. Capitalized terms not defined herein have the meanings set
forth in the Merger Agreement and the documents related thereto.
In preparing this opinion, we have examined and relied upon (i) the
Merger Agreement, (ii) the Proxy Statement/Prospectus included in the
Registration Statement (the "Proxy Statement"), (iii) the tax representation
letters delivered to us by Genzyme, Merger Sub and GelTex in connection with
this opinion (the "Representation Letters"), and (iv) such other documents as we
have deemed necessary or appropriate in order to enable us to render this
opinion. In our examination of documents, we have assumed the authenticity of
original documents, the accuracy of copies, the genuineness of signatures, and
the legal capacity of signatories.
In rendering this opinion, we have assumed without investigation or
verification that the facts relating to the Merger as described in the Proxy
Statement are true, correct and complete in all material respects; that all
representations and warranties contained in the Proxy Statement, the Merger
Agreement and the Representation Letters are, at the time they are made, and
will remain at all times through the Effective Time, true, correct and complete
and may be relied upon by us at the time they are made and at all times through
the Effective Time; and that, as to all matters for which a person or entity has
represented that such person or entity is not a party to, does not have, or is
not aware of, any plan, intention, understanding or agreement, there is no such
plan, intention, understanding or agreement. We have further assumed that all
parties to the Merger Agreement and to any other documents examined by us have
acted, and will act, in accordance with the terms of such Merger Agreement and
documents; and that the Merger will be consummated at the Effective Time
pursuant to the terms, conditions and covenants set forth in the Merger
Agreement (including, without limitation, the effecting of the Merger in
accordance with the General Corporation Law of the State of Delaware and the
Massachusetts Business Corporation Law) without the waiver or modification of
any such terms, conditions and covenants; and that Genzyme, Merger Sub and
GelTex each will comply with all reporting obligations required under the
BOSTON NEW YORK RESTON WASHINGTON
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GelTex Pharmaceuticals, Inc.
October 31, 2000
Page 2
Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations
with respect to the Merger. Any inaccuracy in, or breach of, any of the
aforementioned statements, representations or assumptions could adversely affect
our opinion.
Our opinion is based on existing provisions of the Code, Treasury
Regulations, judicial decisions and rulings and other pronouncements of the
Internal Revenue Service (the "IRS") as in effect on the date of this opinion,
all of which are subject to change (possibly with retroactive effect) or
reinterpretation. No assurances can be given that a change in the law on which
our opinion is based or the interpretation thereof will not occur or that such
change will not affect the opinion expressed herein. We undertake no
responsibility to advise you of any such developments in the law after the
Effective Time.
No ruling has been or will be sought from the IRS by GelTex, Genzyme or
Merger Sub as to the United States federal income tax consequences of any aspect
of the Merger, and our opinion is not binding upon either the IRS or any court.
Thus, no assurances can be given that a position taken in reliance on our
opinion will not be challenged by the IRS or rejected by a court.
Based upon and subject to the foregoing, the discussion in the Proxy
Statement under the heading "Material United States Federal Income Tax
Consequences of the Merger" subject to the limitations and qualifications
described therein, fairly and accurately constitutes our opinion as to the
material United States federal income tax consequences of the Merger.
Our opinion addresses only the specific United States federal income
tax consequences of the Merger set forth herein, and does not address any other
federal, state, local, or foreign income, estate, gift, transfer, sales, use or
other tax consequences that may result from the Merger.
This opinion is being provided to you solely for use in connection with
the Registration Statement, and this opinion letter may not be used, circulated,
quoted, or otherwise referred to for any other purpose. We hereby consent to the
use of our name under the caption "Material United States Federal Income Tax
Consequences of the Merger" in the Registration Statement and to the filing of
this opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ MINTZ, LEVIN, COHN, FERRIS,
GLOVSKY and POPEO, P.C.
MINTZ, LEVIN, COHN, FERRIS,
GLOVSKY and POPEO, P.C.
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