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EXHIBIT 8.2
[LETTERHEAD OF JENKENS & GILCHRIST]
December 5, 2000
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. 333-50324) filed by Microchip with
the Securities and Exchange Commission, as amended (the "Registration
Statement"). Pursuant to the requirements of Item 21(a) of Form S-4 under the
Securities Act of 1933, as amended and 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 Registration Statement.
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.
December 5, 2000
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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;
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; and
3. that the Certificates that will be executed, in the form
attached hereto, will be true and accurate in all material respects.
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 date hereof and as of
the Effective Time of the Merger, it is our opinion that:
1. the Merger will be a reorganization with the meaning of
Sections 368(a)(1)(A) of the Code; and
2. the descriptions of the law and the legal conclusions contained in
the Registration Statement under the caption "The Merger-Material United States
Federal Income Tax Consequences of the Merger," are correct in all material
respects and the discussion thereunder represents an accurate summary of the
United States federal income tax consequences of the Merger.
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TelCom Semiconductor, Inc.
December 5, 2000
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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. This opinion, however, is being delivered prior to the
Effective Time of the Merger and, as such, it must be considered prospective
and dependent on future events. 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.
December 5, 2000
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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 to you solely for use in connection
with the Registration Statement 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: /s/ William P. Bowers
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William P. Bowers, Authorized Signatory
