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EXHIBIT 8.2
[LOCKE LIDDELL & SAPP LLP LETTERHEAD]
December 28, 2000
PowerBrief, Inc.
5858 Westheimer, Suite 500
Houston, Texas 77057
Ladies and Gentlemen:
We have acted as counsel to PowerBrief, a Delaware corporation
("PowerBrief"), in connection with (i) the planned merger (the "Merger") of
PowerBrief with and into Integrated Orthopaedics, Inc., a Texas corporation
("IOI"), pursuant to an Agreement and Plan of Merger, dated as of September 15,
2000, as amended, by and among PowerBrief and IOI (the "Merger Agreement"), and
(ii) the Registration Statement on Form S-4 of IOI, to which this opinion letter
is filed as an exhibit (the "Registration Statement"). All capitalized terms,
unless otherwise specified, have the meaning assigned to them in the Merger
Agreement.
For purposes of the opinion set forth below, we have reviewed and
relied upon (i) the Merger Agreement, (ii) the Joint Proxy Statement/Prospectus
included in the Registration Statement (the "Proxy Statement/Prospectus") and
(iii) such other documents, records and instruments as we have deemed necessary
or appropriate in order to enable us to render our opinion. Our opinion is based
and conditioned upon certain statements and representations made by IOI,
PowerBrief, and others as appropriate in connection with the Merger, which we
neither investigated nor verified. We have assumed that all such statements and
representations will be true, correct, complete and not breached as of the
Effective Time, and that no actions that are or would be inconsistent with such
statements and representations have been or will be taken. We have also assumed
that all representations made "to the best of the knowledge of" any person or
entity will be true, correct and complete as of the Effective Time as if made
without such qualification.
In addition, we have assumed that (i) the statements and facts
concerning the Merger set forth in the Merger Agreement, the Proxy
Statement/Prospectus and the Registration Statement are accurate, (ii) the
Merger will be consummated in accordance with the Merger Agreement (including
satisfaction of all covenants and conditions to the obligations of the parties
without amendment or waiver thereof), (iii) the Merger will qualify as a merger
under the applicable laws of the State of Delaware and the State of Texas, (iv)
the Merger Agreement and all of the documents and instruments referred to
therein are valid and binding in accordance with their terms and (v) no change
will occur in the law applicable to the Merger from the date hereof through the
Effective Time. Any inaccuracy in, or breach of, any of the aforementioned
statements, representations and assumptions could adversely affect our opinion.
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PowerBrief, Inc.
December 28, 2000
Page 2
Our opinion is based upon existing provisions of the Internal Revenue
Code of 1986, as amended (the "Code"), Treasury Regulations promulgated or
proposed thereunder, and interpretations thereof by the Internal Revenue Service
("IRS") and the courts, all of which are subject to change with prospective or
retroactive effect, and our opinion could be adversely affected or rendered
obsolete by any such change.
Based upon and subject to the foregoing as well as the limitations set
forth below, it is our opinion that the Merger will constitute a reorganization
within the meaning of Section 368(a) of the Code.
Except as set forth above, we express no opinion as to the tax
consequences to any party, whether federal, state, local or foreign, of the
Merger or of any transactions related to the Merger or contemplated by the
Merger Agreement. Furthermore, our opinion is based on current federal income
tax law and administrative practice, and we do not undertake to advise you as to
any changes in federal income tax law or administrative practice that may affect
our opinion.
This opinion is for use in connection with the Registration Statement.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the captions "Material
Federal Income Tax Consequences" and "Legal Matters" in the Registration
Statement and the Proxy Statement/Prospectus which is a part thereof. In giving
this consent, we do not thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Securities Act and the rules
and regulations thereunder.
Very truly yours,
LOCKE LIDDELL & SAPP LLP
By: /s/ Robert M. Rutledge
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Robert M. Rutledge
