EXHIBIT 8.2
[OBJECT OMITTED]
Cooley Godward LLP [LETTERHEAD]
DRAFT
Dated: 7/26/00 - 02:28 PM
[OBJECT OMITTED]
_____________, 2000
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 ___________, 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
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Signal Pharmaceuticals, Inc.
_____________, 2000
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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;
(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 _____________, 2000, rendered by Proskauer Rose LLP to
Parent pursuant to the Reorganization Agreement has been delivered and has not
been withdrawn.
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
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Signal Pharmaceuticals, Inc.
_____________, 2000
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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 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, 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
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.
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Signal Pharmaceuticals, Inc.
_____________, 2000
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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
Webb B. Morrow III
WBM:ls
