EXHIBIT 8.2
COOLEY GODWARD LLP ATTORNEYS AT LAW Palo Alto, CA
650 843-5000
One Maritime Plaza Menlo Park, CA
20th Floor 650 843-5000
San Francisco, CA San Diego, CA
94111-3580 619 550-6000
Main 415 693-2000 Boulder, CO
Fax 415 951-3699 303 548-4000
August 7, 2000
www.cooley.com Denver, CO
WEBB B. MORROW III 303 606-4800
415 693-2170
[email protected]
Signal Pharmaceuticals, Inc.
5555 Oberlin Drive
San Diego, CA 92121
Ladies and Gentlemen:
This opinion is being delivered to you in connection with the Form S-4
Registration Statement (the "Registration Statement") filed pursuant to the
Agreement and Plan of Merger dated as of June 29, 2000, (the "Reorganization
Agreement") by and among Celgene Corporation, a Delaware corporation
("Parent"), Cape May Acquisition Corp., a California corporation and wholly
owned subsidiary of Parent ("Merger Sub"), and Signal Pharmaceuticals, Inc., a
California corporation (the "Company").
Except as otherwise provided, capitalized terms used but not defined herein
shall have the meanings set forth in the Reorganization 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 the Company in connection with the Merger. As such,
and for the purpose of rendering this opinion, we have examined, and are
relying upon (without any independent investigation or review thereof) the
truth and accuracy, at all relevant times, of the statements, covenants,
representations and warranties contained in the following documents (including
all exhibits and schedules attached thereto):
(A) the Reorganization Agreement;
(B) the Registration Statement;
(C) those certain tax representation letters dated August 7, 2000, and
delivered to us by Parent, Merger Sub and the Company (the "Tax Representation
Letters"); and
(D) such other instruments and documents related to the formation,
organization and operation of Parent, Merger Sub and the Company and to the
consummation of the Merger and the other transactions contemplated by the
Reorganization Agreement as we have deemed necessary or appropriate.
In connection with rendering this opinion, we have assumed (without any
independent investigation or review thereof) that:
(A) Original documents submitted to us (including signatures thereto) 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 a prerequisite to the effectiveness thereof;
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COOLEY GODWARD LLP
Signal Pharmaceuticals, Inc.
August 7, 2000
Page Two
(B) All representations, warranties and statements made or agreed to by
Parent, Merger Sub and the Company, their managements, employees, officers,
directors and stockholders in connection with the Merger, including, but not
limited to, those set forth in the Reorganization Agreement (including the
exhibits thereto) and the Tax Representation Letters are true and accurate at
all relevant times;
(C) All covenants contained in the Reorganization Agreement (including
exhibits thereto) and the Tax Representation Letters are performed without
waiver or breach of any material provision thereof;
(D) The Merger will be reported by Parent and the Company on their
respective federal income tax returns in a manner consistent with the opinion
set forth below;
(E) The Merger will be consummated in accordance with the Reorganization
Agreement without any waiver or breach of any material provision thereof, and
the Merger will be effective under applicable state law;
(F) Any representation or statement made "to the knowledge of" or
similarly qualified is correct without such qualification; and
(G) The opinion dated August 7, 2000, rendered by Proskauer Rose LLP to
Parent pursuant to the Reorganization Agreement has been delivered and has not
been withdran.
Based on our examination of the foregoing items and subject to the limitations,
qualifications, assumptions and caveats set forth herein, we are of the opinion
that, for federal income tax purposes, the Merger will be a reorganization
within the meaning of Section 368(a) of the Code.
In addition to your request for our opinion on this specific matter of federal
income tax law, you have asked us to review the discussion of federal income
tax issues contained in the Registration Statement. We have reviewed the
discussion entitled "Material U.S. Federal Income Tax Consequences" contained
in the Registration Statement and believe that, insofar as it relates to
statements of law and legal conclusions, it is correct in all material
respects.
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 Reorganization Agreement. In addition, no opinion is
expressed as to any federal income tax consequence of the Merger or the other
transactions contemplated by the Reorganization Agreement except as
specifically set forth herein, and this opinion may not be relied upon except
with respect to the consequences specifically discussed herein. No opinion is
expressed as to the federal income tax treatment thatmay 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, financial institutions, insurance companies, foreign individuals and
entities, tax-exempt entities, dealers in securities, persons who are subject
to the alternative minimum tax provisions of the Code, persons who acquired
their shares of Company capital stock pursuant to the exercise of an employee
option (or otherwise as compensation), persons whose shares of Company capital
stock are qualified small business stock for purposes of Section 1202 of the
Code, or persons who acquired Company capital stock as part of an integrated
investment, such as a "hedge," "straddle," or other risk reduction transaction,
composed of Company capital stock and one or more other positions).
No opinion is expressed as to any transaction other than the Merger as
described in the Reorganization Agreement, or as to any transaction whatsoever,
including the Merger, if any of the representations, warranties, statements and
assumptions material to our opinion and upon which we have relied are not
accurate and complete in all material respects at all relevant times.
This opinion only represents our best judgment as to the federal income tax
consequences of the Merger and is not binding on the Internal Revenue Service
or any court of law, tribunal, administrative agency or other governmental
body. The conclusions are based on the Code, existing judicial decisions,
administrative regulations and published rulings. No assurance can be given
that
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COOLEY GODWARD LLP
Signal Pharmaceuticals, Inc.
August 7, 2000
Page Three
future legislative, judicial or administrative changes or interpretations would
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
federal income tax laws.
This opinion is being delivered solely in connection with the filing of the
Registration Statement. It is intended for the benefit of the Company and its
shareholders and may not be relied upon or utilized for any other purpose or by
any other person and may not be made available to any other person without our
prior written consent.
We consent to the reference to our firm under the caption "Material U.S.
Federal Income Tax Consequences" in the Proxy Statement included in the
Registration Statement and to the reproduction and filing of this opinion as an
exhibit to the Registration Statement.
Sincerely,
COOLEY GODWARD LLP
/s/ Webb B. Morrow III
Webb B. Morrow III
WBM:ls
