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Exhibit 8.1
[Wilson Sonsini Goodrich & Rosati Letterhead]
November 20, 2000
Microchip Technology Incorporated
2355 West Chandler Boulevard
Chandler, Arizona 85224-6199
Ladies and Gentlemen:
We have acted as counsel to Microchip Technology Incorporated, a
Delaware corporation ("Microchip"), in connection with the proposed merger (the
"Merger") among Microchip, Matchbox Acquisition Corp., a Delaware corporation
and wholly-owned subsidiary of Microchip ("Merger Sub"), and TelCom
Semiconductor, Inc., a Delaware corporation ("the Company"), pursuant to an
Agreement and Plan of Merger dated as of October 26, 2000, (the "Merger
Agreement") among Microchip, Merger Sub and the Company. The Merger and certain
proposed transactions incident thereto are described in the Registration
Statement on Form S-4 (the "Registration Statement") of Microchip, which
includes the Proxy Statement/Prospectus of Microchip (the "Proxy
Statement/Prospectus"). This opinion is being rendered pursuant to the
requirements of Item 21(a) of Form S-4 under the Securities Act of 1933, as
amended. Unless otherwise indicated, any capitalized terms used herein and not
otherwise defined have the meaning ascribed to them in the Proxy
Statement/Prospectus.
In connection with this opinion, we have examined and are familiar
with the Merger Agreement, the Registration Statement and such other presently
existing documents, records and matters of law as we have deemed necessary or
appropriate for purposes of our opinion. In addition, we have assumed (i) that
the Merger will be consummated in the manner contemplated by the Proxy
Statement/Prospectus and in accordance with the provisions of the Merger
Agreement, (ii) the truth and accuracy of the representations and warranties
made by Microchip and the Company in the Merger Agreement and (iii) the truth
and accuracy of the certificates of representations to be provided to us by
Microchip and the Company.
Based upon and subject to the foregoing, in our opinion, the
discussion contained in the Registration Statement under the caption "The
Merger--Material United States Federal Income Tax Consequences of the Merger,"
subject to the limitations and qualifications described therein, sets forth the
material current federal income tax considerations generally applicable to the
Merger. Because this opinion is being delivered prior to the Effective Time of
the Merger, it must be considered prospective and dependent on future events.
There can be no assurance that changes in the law will not take place that could
affect the United States federal income tax consequences of the Merger or that
contrary positions may not be taken by the Internal Revenue Service.
No opinion is expressed as to any federal income tax consequences of
the Merger except as specifically set forth herein, and this opinion may not be
relied upon except with respect to the consequences specifically discussed
herein.
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Microchip Technology Incorporated
November 20, 2000
Page 2
This opinion is furnished to you solely for use in connection with the
Registration Statement. We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement. We also consent to the reference to our
firm name wherever appearing in the Registration Statement with respect to the
discussion of the material federal income tax consequences of the Merger,
including the Proxy Statement/Prospectus constituting a part thereof, and any
amendment thereto. In giving this consent, we do not thereby admit that we are
in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder, nor do we thereby admit that we
are experts with respect to any part of such Registration Statement within the
meaning of the term "experts" as used in the Securities Act of 1933, as amended,
or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ WILSON SONSINI GOODRICH & ROSATI
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WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
