COMVERSE TECHNOLOGY INC/NY/
S-4/A, EX-8.1, 2000-06-07
TELEPHONE & TELEGRAPH APPARATUS
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                                                                EXHIBIT 8.1



                                                                    June 7, 2000




Comverse Technology, Inc.
170 Crossways Park Drive
Woodbury, NY 11797

Ladies & Gentlemen:

         You have requested our opinion regarding certain federal income tax
consequences of the merger (the "Merger") of Comverse Acquisition Corp., a
Nevada corporation ("Merger Sub") and a direct wholly-owned subsidiary of
Comverse Technology, Inc., a New York corporation ("Parent"), with and into
Loronix Information Systems, Inc., a Nevada corporation ("Company").

         In formulating our opinion, we examined such documents as we deemed
appropriate, including the Agreement and Plan of Merger dated as of March 5,
2000 by and among Company, Parent and Merger Sub (the "Merger Agreement") and
the Registration Statement filed on Form S-4 by Parent with the SEC on June
7, 2000, in which the Proxy Statement/Prospectus is included as a part (with
all the amendments thereto, the "Registration Statement"). In addition, we
have obtained such additional information as we deemed relevant and necessary
through consultation with various officers and representatives of Parent,
Company and Merger Sub.

         Our opinion set forth below assumes (1) the accuracy of the
statements and facts concerning the Merger set forth in the Merger Agreement,
the Proxy Statement/Prospectus and the Registration Statement, (2) the
consummation of the Merger in the manner contemplated by, and in accordance
with the terms set forth in, the Merger Agreement, the Proxy
Statement/Prospectus and the Registration Statement, (3) the accuracy of the
representations made by Company which are set forth in the Certificate
delivered to us by Company and dated the date hereof, (4) the accuracy of the
representations made by Parent which are set forth in the Certificate
delivered to us by Parent and dated the date hereof, (5) the accuracy of the
representations made by certain stockholders of Company which are set forth
in the Certificate delivered to us by such stockholders and (6) that any
representations made in such certificates or in the Merger Agreement "to the
knowledge of" or similarly qualified are true, correct and complete without
such qualifications.

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         Based upon the facts and statements set forth above, our examination
and review of the documents referred to above and subject to the assumptions
set forth herein, we are of the opinion that the Merger will be treated for
federal income tax purposes as a reorganization within the meaning of Section
368(a) of the Internal Revenue Code of 1986, as amended (the "Code").

         We express no opinion concerning any tax consequences of the Merger
other than that specifically set forth herein.

         Our opinion is based on current provisions of the Code, the Treasury
Regulations promulgated thereunder, published pronouncements of the Internal
Revenue Service and case law, any of which may be changed at any time with
retroactive effect. Any change in applicable laws or facts and circumstances
surrounding the Merger, or any inaccuracy in the statements, facts,
assumptions and representations on which we have relied, may affect the
continuing validity of the opinions set forth herein. We assume no
responsibility to inform you of any such change or inaccuracy that may occur
or come to our attention.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Registration
Statement.

                                       Very truly yours,

                                       /s/ Weil, Gotshal & Manges LLP



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