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EXHIBIT 8.2
[LETTERHEAD OF JENKENS & GILCHRIST]
_________ __, 2001
TelCom Semiconductor, Inc.
1300 Terra Bella Avenue
Mountain View, California 94039
Ladies and Gentlemen:
We have acted as counsel to TelCom Semiconductor, Inc., a Delaware
corporation ("TelCom"), in connection with the merger (the "Merger") of Matchbox
Acquisition Corp. ("Merger Co."), a transitory and wholly-owned subsidiary of
Microchip Technology Incorporated, a Delaware corporation ("Microchip"), with
and into TelCom with TelCom surviving, pursuant to the terms of that certain
Agreement and Plan of Reorganization, dated as of October 26, 2000, by and
between Microchip and TelCom and Merger Co. (the "Merger Agreement"), as
described in more detail in the Merger Agreement and in the Registration
Statement on Form S-4 (Commission File No. _____________) filed by Microchip
with the Securities and Exchange Commission, as amended (the "Registration
Statement"). Pursuant to Section 6.01(d) of the Merger Agreement, you have
asked us to render certain opinions with respect to the federal income tax
treatment of the Merger under the Internal Revenue Code of 1986, as amended (the
"Code"). Except as otherwise indicated, capitalized terms used herein shall
have the meanings assigned to them in the Merger Agreement.
Set forth below are our opinions and assumptions and the documents upon
which we have relied in rendering our opinions.
A. Documents Reviewed
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In connection with the opinions rendered below, we have reviewed and relied
upon the following documents:
1. the Merger Agreement,
2. the Registration Statement,
3. the Certificates of Microchip and TelCom attached hereto as
Exhibits "A" and "B", respectively (collectively, the "Certificates"), and
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TelCom Semiconductor, Inc.
_________ __, 2001
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4. such other documents as we have deemed necessary or appropriate
for purposes of this opinion.
B. Assumptions
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In connection with the opinions rendered below, we have assumed:
1. that all signatures on all documents submitted to us are genuine,
that all documents submitted to us as originals are authentic, that all
documents submitted to us as copies are accurate, that all information submitted
to us is accurate and complete, and that all persons executing and delivering
originals or copies of documents examined by us are competent to execute and
deliver such documents; and
2. that the Merger and the other transactions specified in the
Merger Agreement will be effected on or prior to the Closing Date and will be
consummated as contemplated in the Merger Agreement, without waiver of any
material provision thereof.
C. Opinions
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Based solely upon the documents and assumptions set forth above, and
conditioned upon the initial and continuing accuracy of the factual
representations set forth in the Certificates as of the Effective Time of the
Merger, it is our opinion that for United States federal income tax purposes:
1. The Merger will constitute a reorganization with the meaning of
Sections 368(a) of the Code.
2. Because the Merger qualifies as a reorganization within the
meaning of Section 368(a) of the Code:
a. Microchip and TelCom will each be a party to the
reorganization within the meaning of Section 368(b) of the Code.
b. No gain or loss will be recognized by the holders of TelCom
Common Stock upon the receipt of Microchip Common Stock except for cash
received in lieu of fractional shares.
c. The aggregate tax basis of the shares of Microchip Common
Stock received by a TelCom stockholder will be equal to the aggregate
tax basis of TelCom
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TelCom Semiconductor, Inc.
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Common Stock exchanged therefore, excluding any basis allocable to a
fractional share of Microchip Common Stock for which cash is received.
d. The holding period of the shares of Microchip Common Stock
received by a TelCom stockholder will include the holding period or
periods of TelCom Common Stock exchanged therefore, provided that
First Financial Common Stock is held as a capital asset within the
meaning of Section 1221 of the Code at the Effective Time of the
Merger.
D. Limitations
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1. Except as otherwise indicated, the opinions contained in this
letter are based upon the Code and its legislative history, the Treasury
regulations promulgated thereunder (the "Regulations"), judicial decisions, and
current administrative rulings and practices of the Internal Revenue Service,
all as in effect on the date of this letter. These authorities may be amended
or revoked at any time. Any such changes may or may not be retroactive with
respect to transactions entered into or contemplated prior to the effective date
thereof and could significantly alter the conclusions reached in this letter.
There is no assurance that legislative, judicial, or administrative changes will
not occur in the future. We assume no obligation to update or modify this
letter to reflect any developments that may occur after the date of this letter.
2. The opinions expressed herein represent counsel's best legal
judgment and are not binding upon the Internal Revenue Service or the courts and
are dependent upon the accuracy and completeness of the documents we have
reviewed under the circumstances, the assumptions made and the factual
representations contained in the Certificates. To the extent that any of the
factual representations provided to us in the Certificates is with respect to
matters set forth in the Code or the Regulations, we have reviewed with the
individuals making such factual representations the relevant portions of the
Code and the applicable Regulations and are reasonably satisfied that such
individuals understand such provisions and are capable of making such factual
representations. We have made no independent investigation of the facts
contained in the documents and assumptions set forth above, the factual
representations set forth in the Certificates, the Registration Statement or the
Merger Agreement. No facts have come to our attention, however, that would
cause us to question the accuracy and completeness of such facts or documents in
a material way. Any material inaccuracy or incompleteness in these documents,
assumptions or factual representations (whether made by any or all of Microchip
or TelCom) could adversely affect the opinions stated herein.
3. No opinion is expressed as to any federal income tax consequence
of the Merger or the other transactions contemplated by the Merger Agreement
except as specifically set forth herein, and this opinion may not be relied upon
except with respect to the consequences
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TelCom Semiconductor, Inc.
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specifically discussed herein. 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 Merger Agreement.
4. This opinion letter is issued for your benefit and the
shareholders of TelCom and no other person or entity may rely hereon without our
express written consent. This opinion letter may be filed as an exhibit to the
Registration Statement. Furthermore, we consent to the reference to Jenkens &
Gilchrist, a Professional Corporation, under the captions "The Merger - Material
United States Federal Income Tax Consequences Of The Merger" and "Opinions - Tax
Matters." 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 of 1933, as amended, or the rules and regulations of the
Commission promulgated thereunder.
Very truly yours,
JENKENS & GILCHRIST,
a Professional Corporation
By: ________________________________
William P. Bowers, Authorized Signatory
