<PAGE> 1
EXHIBIT 8.1
[WEIL, GOTSHAL & MANGES LLP LETTERHEAD]
December 28, 2000
Integrated Orthopaedics, Inc.
1800 West Loop South, Suite 1030
Houston, Texas 77027
Ladies & Gentlemen:
You have requested our opinion regarding certain federal
income tax consequences of the merger (the "Merger") of PowerBrief, Inc.
("PowerBrief"), a Delaware corporation with and into Integrated Orthopaedics,
Inc., a Texas corporation ("IOI").
In formulating our opinion, we examined such documents as we
deemed appropriate, including the Agreement and Plan of Merger dated as of
September 15, 2000, as amended from time to time, by and between PowerBrief and
IOI (the "Merger Agreement"), the Joint Proxy Statement/Prospectus (the "Proxy
Statement") filed by IOI with the Securities and Exchange Commission (the "SEC")
and the Registration Statement on Form S-4, as filed by IOI with the SEC on
November 22, 2000, as amended, in which the Proxy Statement is included as a
prospectus (with all 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 IOI.
Any capitalized term not defined herein shall have the meaning assigned to such
term in the Merger Agreement.
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 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 and the Registration Statement,
(3) the accuracy as of the Effective Time of (a) the representations made by IOI
which are set forth in the certificate delivered to us by IOI, dated the date
hereof, (b) the representations made by PowerBrief which are set forth in the
certificate delivered to us by PowerBrief, dated the date hereof, and (c) the
representations made by certain stockholders of PowerBrief which are set forth
in the certificates delivered to us by those certain stockholders, dated the
date hereof, (4) that any representations made in such certificates that are
qualified by knowledge or a qualification of like import at the Effective Time
will be accurate without
<PAGE> 2
Integrated Orthopaedics, Inc.
December 28, 2000
Page 2
such qualification, and (5) no change in law applicable to the Merger from the
date hereof through the Effective Time.
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 above and the discussion set forth below, we are of the
opinion that, for federal income tax purposes, the Merger will constitute a
reorganization within the meaning of Section 368(a) of the Internal Revenue Code
of 1986, as amended (the "Code").
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 opinion set forth herein. We assume no responsibility
to inform you of any such change or inaccuracy that may occur or come to our
attention. In addition, we express no opinion concerning any tax consequences of
the Merger other than those specifically set forth herein.
We hereby consent to the use of our name under the captions "Material
Federal Income Tax Consequences" and "Legal Matters" in the Proxy Statement and
to the filing of this opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ Weil, Gotshal & Manges LLP
