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EXHIBIT 8.1
Cereus Technology Partners, Inc.
August 29, 2000
Page 1
August 29, 2000
Cereus Technology Partners, Inc.
1000 Abernathy Road
400 Northpark, Suite 1000
Atlanta, Georgia 30328
RE: FEDERAL INCOME TAX CONSEQUENCES OF THE PROPOSED MERGER OF SOLEMN
ACQUISITION CORPORATION WITH AND INTO CEREUS TECHNOLOGY PARTNERS, INC.
Gentlemen:
We have acted as counsel to Cereus Technology Partners, Inc. (the
"Company") in connection with the proposed merger (the "Merger") of Solemn
Acquisition Corporation, a Delaware corporation ("Merger Sub") and wholly-owned
subsidiary of Eltrax Sytems, Inc., a Minnesota corporation ("Eltrax"), with and
into the Company, pursuant to that certain Second Amended and Restated Agreement
and Plan of Merger dated as of July 27, 2000, by and among the Company, Merger
Sub and Eltrax (the "Merger Agreement"). In our capacity as counsel to the
Company and as provided in the Merger Agreement, we have been requested to
render our opinion regarding certain of the federal income tax consequences of
the Merger.
We understand that this opinion will be filed as an exhibit to the
Registration Statement on Form S-4 (the "Registration Statement") that will be
filed by Eltrax with the Securities and Exchange Commission relating to the
securities that will be issued by Eltrax pursuant to the Merger Agreement and
that this opinion will be referred to in the Joint Proxy Statement/Prospectus
that will be a part of the Registration Statement, including references to this
firm in the section thereof entitled "THE MERGER - Certain Federal Income Tax
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Cereus Technology Partners, Inc.
August 29, 2000
Page 2
Consequences of the Merger" and "LEGAL OPINIONS." We hereby specifically consent
to such uses of and references to this opinion.
All terms used herein without definition shall have the respective
meanings specified in the Merger Agreement and, unless otherwise indicated, all
section references herein are to the Internal Revenue Code of 1986, as amended.
INFORMATION RELIED UPON
In rendering this opinion, we have examined such documents as we have
deemed appropriate, including the Merger Agreement and the Registration
Statement. In the course of such examination, we have assumed, with your
consent, that all documents submitted to us as photocopies faithfully reproduce
the originals thereof, that all such originals are authentic, that all such
documents have been or will be duly executed to the extent required, and that
all statements set forth in such documents are accurate. We have also obtained
such additional information and representations as we have deemed relevant and
necessary through consultations with various representatives of the Company and
Eltrax. In addition, we have obtained written certificates from the managements
of the Company and Eltrax to verify certain relevant facts that have been
represented to us or that we have assumed in rendering this opinion. With your
consent, we have assumed that the representations made in such certificates are
true on the date hereof and will be true at the Effective Time.
OPINION
Based upon the foregoing, it is our opinion that:
1. The Merger will qualify as a "reorganization" within the meaning of
Section 368 (a) of the Code.
2. No gain or loss will be recognized by the Company or Eltrax by
reason of the Merger.
3. No gain or loss will be recognized by any stockholder of Cereus upon
the exchange of Cereus Common Stock solely for Parent Common Stock in the
Merger.
4. The basis of the Parent Common Stock received by each Cereus
stockholder who exchanges Cereus Common Stock for Parent Common Stock in the
Merger will be the same as
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Cereus Technology Partners, Inc.
August 29, 2000
Page 3
the stockholder's basis in the Cereus Common Stock surrendered in exchange
therefor (subject to any adjustments required as the result of receipt of cash
in lieu of a fractional share of Parent Common Stock).
5. The holding period of the Parent Common Stock received by each
Cereus stockholder in the Merger will include the holding period of the Cereus
Common Stock surrendered in exchange therefor, provided that such shares of
Cereus Common Stock were held as a capital asset by such stockholder at the
Effective Time.
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Cereus Technology Partners, Inc.
August 29, 2000
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6. Cash received by each Cereus stockholder in lieu of a fractional
share interest of Parent Common Stock as part of the Merger will be treated as
having been received as a distribution in full payment in exchange for the
fractional share interest of Parent Common Stock which such stockholder would
otherwise be entitled to receive and will qualify as capital gain or loss
(assuming the Cereus Common Stock was a capital asset in such stockholder's
hands at the Effective Time).
* * * *
The opinion expressed herein is based upon existing statutory,
regulatory, and judicial authority, any of which may be changed at any time with
retroactive effect. In addition, such opinion is based solely on the documents
that we have examined, the additional information that we have obtained and the
representations that have been made to us, and this opinion cannot be relied
upon if any of the facts contained in such documents or in such additional
information is, or later becomes, inaccurate or if any of the representations
made to us is, or later becomes, inaccurate.
The opinion expressed herein is limited to the tax matters specifically
covered thereby, and we have not been asked to address, nor have we addressed,
any other tax consequences of the Merger. In addition, the opinion is directed
only to the addressee hereof and is not to be relied upon by any other party.
Very truly yours,
/s/ ROGERS & HARDIN
