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EXHIBIT 8.2
June 7, 2000
Loronix Information Systems, Inc.
820 Airport Road
Durango, CO 81301
Ladies and Gentlemen:
This opinion is being delivered to you in connection with the Form
S-4 Registration Statement filed with the Securities and Exchange Commission
(which contains a Prospectus and joint Proxy Statement ("Proxy
Statement/Prospectus")) (the "Registration Statement") filed pursuant to the
Agreement and Plan of Merger dated as of March 5, 2000 (the "Merger
Agreement") among Loronix Information Systems, Inc., a Nevada corporation
("Loronix"), Comverse Technology, Inc., a New York corporation ("Comverse"),
and Comverse Acquisition Corp., a Nevada corporation and a direct wholly
owned subsidiary of Comverse ("Merger Sub"). Pursuant to the Merger
Agreement, Merger Sub will merge with and into Loronix, and Loronix will
become a wholly owned subsidiary of Comverse.
Except as otherwise provided, capitalized terms used but not defined
herein shall have the meanings set forth in the Merger Agreement. All section
references, unless otherwise indicated, are to the Internal Revenue Code of
1986, as amended (the "Code").
We have acted as counsel to Loronix in connection with the Merger.
As such, and for the purpose of rendering this opinion, we have examined (or
will examine on or prior to the Effective Time), and are relying (or will
rely) upon (without any independent investigation or review thereof) the
truth and accuracy, at all relevant times, of the facts, statements,
covenants, descriptions, representations, and warranties contained in the
following documents (including all exhibits and schedules attached thereto):
1. The Merger Agreement;
2. The Proxy Statement/Prospectus;
3. Certificates of officers of Loronix, Comverse and Merger Sub,
respectively (the "Officers' Tax Certificates"); and
4. Such other instruments and documents related to the formation,
organization, and operation of Loronix, Comverse and Merger Sub,
and related to the Merger, as we have deemed necessary or
appropriate.
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Loronix
June 7, 2000
Page 2
In connection with rendering this opinion, we also have assumed or
obtained representations (and are relying thereon, without any independent
investigation or review thereof) that:
1. Original documents (including signatures thereto) submitted to us
are authentic, documents submitted to us as copies conform to the
original documents, and that all such documents have been (or
will be by the Effective Time) duly and validly executed and
delivered where due execution and delivery are prerequisites to
effectiveness thereof;
2. All representations, warranties, and statements made or agreed to by
Loronix, Comverse, Merger Sub, their managements, employees,
officers, directors, and shareholders in connection with the
Merger, including, but not limited to, those set forth in the
Merger Agreement (including the exhibits thereto) and the
Officers' Tax Certificates are true and accurate at all relevant
times and no actions have been (or will be) taken which are
inconsistent with such representations;
3. All covenants contained in the Merger Agreement (including exhibits
thereto) and the Officers' Tax Certificates are performed without
waiver or breach of any material provision thereof;
4. The Merger will be reported by Loronix and Comverse on their
respective federal income tax returns in a manner consistent with
the opinion set forth below; and
5. Any representation or statement made in any of the documents
referred to herein "to the best of knowledge" of any person or
party or similarly qualified is correct without such
qualification.
Based on our examination of the foregoing items and subject to the
assumptions, exceptions, limitations and qualifications set forth herein, we
are of the opinion that, if the Merger is consummated in accordance with the
provisions of the Merger Agreement and the statements set forth in the
Officers' Tax Certificates are true and correct as of the Effective Time,
then, for United States federal income tax purposes, the Merger will be
treated as a "reorganization" within the meaning of Section 368(a) of the
Code. In addition, the discussion contained in the Registration Statement
under the caption "United States Federal Income Tax Considerations of the
Merger," subject to the limitations and qualifications described therein,
sets forth the material United States federal income tax considerations
generally applicable to the Merger.
This opinion does not address the various state, local or foreign
tax consequences that may result from the Merger or the other transactions
contemplated by the Merger Agreement. In addition, no opinion is expressed as
to any federal income tax consequences of the Merger or any other
transactions contemplated by the Merger Agreement except as specifically set
forth herein, and this opinion may not be relied upon except with respect to
the consequences specifically discussed
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Loronix
June 7, 2000
Page 3
herein. No opinion is expressed as to the federal income tax treatment that
may be relevant to a particular investor in light of personal circumstances
or to certain types of investors subject to special treatment under the
federal income tax laws (for example, life insurance companies, dealers in
securities, taxpayers subject to the alternative minimum tax, banks,
tax-exempt organizations, non-U.S. persons, and stockholders who acquired
their shares of Loronix stock pursuant to the exercise of options or
otherwise as compensation).
No opinion is expressed as to any transaction other than the Merger
as described in the Merger Agreement or to any transaction whatsoever,
including the Merger, if all the transactions described in the Merger
Agreement are not consummated in accordance with the terms of such Merger
Agreement and without waiver or breach of any material provision thereof or
if all of the representations, warranties, statements and assumptions upon
which we relied are not true and accurate through the Effective Time and at
all relevant times thereafter. 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 only represents and is based upon our best judgment
regarding the application of United States 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 there is no assurance that the
Internal Revenue Service will not successfully assert a contrary position.
Furthermore, no assurance can be given that future legislative, judicial or
administrative changes, on either a prospective or retroactive basis, will
not adversely affect the accuracy of the conclusions stated herein.
Nevertheless, by rendering this opinion, we undertake no responsibility to
advise you of any new developments in the application or interpretation of
the United States federal income tax laws.
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Loronix
June 7, 2000
Page 4
We hereby consent to the reference to our firm under the caption
"United States Federal Income Tax Considerations of the Merger" in the Proxy
Statement/Prospectus included in the Registration Statement and to the filing
of this opinion as an exhibit 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
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WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
