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EXHIBIT 8.1
[Morrison & Foerster LLP Letterhead]
December 8, 2000
Novellus Systems, Inc.
4000 North First Street
San Jose, California 95134
Ladies and Gentlemen:
We have acted as counsel to Novellus Systems, Inc. ("Novellus"), a
California corporation, in connection with the proposed merger (the "Merger") of
Neptune Acquisition-Sub, Inc. ("Merger Sub"), a Delaware corporation and a
wholly-owned subsidiary of Novellus, with and into GaSonics International
Corporation, a Delaware corporation ("GaSonics"), pursuant to an Agreement and
Plan of Reorganization made as of October 25, 2000 (the "Agreement") by and
among Novellus, Merger Sub and GaSonics. The Merger is described in the
Registration Statement of Novellus on Form S-4, as amended (the "Registration
Statement") filed on December 8, 2000 with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"). The Registration Statement includes the proxy statement and
prospectus of GaSonics (the "Proxy Statement-Prospectus"). Unless otherwise
indicated, any capitalized terms used herein and not otherwise defined have the
meaning ascribed to them in the Registration Statement.
In that connection, you have requested our opinion regarding certain U.S.
federal income tax consequences of the Merger. In providing our opinion, we have
reviewed the Agreement, the Registration Statement and such other materials 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 Registration Statement and in accordance with the Agreement,
without waiver or modification of the material terms and conditions thereof, and
(ii) the truth and accuracy, on the date of the Agreement and on the date
hereof, of the representations and warranties made by Novellus, Merger Sub and
GaSonics in the Agreement, (iii) the truth and accuracy of the officer's
certificates (the "Officer's Certificates") of even date herewith, provided to
us by Novellus and GaSonics for use in preparing our opinion and (iv) that any
representation in an Officer's Certificate made "to the knowledge" or similarly
qualified is correct without such qualification.
Based upon and subject to the foregoing, it is our opinion that the
discussion contained in the Registration Statement under the caption "THE
MERGER-
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Novellus Systems, Inc.
December 8, 2000
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Material United States Federal Income Tax Consequences of the Merger," subject
to the limitations and qualifications described therein, sets forth the material
federal income tax consequences generally applicable to the stockholders of
GaSonics, Novellus, GaSonics and Merger Sub as a result of the Merger. Because
this opinion is being delivered prior to the effective time of the Merger, it
must be considered prospective and dependent upon future events. There can be no
assurance that changes in the law will not take place which could affect the
Federal income tax consequences of the Merger or that contrary positions may not
be asserted by the Internal Revenue Service.
This opinion is being furnished to Novellus in connection with the
Registration Statement. You may rely upon and refer to the foregoing opinion in
the Proxy Statement-Prospectus. Any variation or difference in any fact from
those set forth or assumed either herein or in the Proxy Statement-Prospectus
may affect the conclusions stated herein.
We hereby consent to the use of our name under the caption "THE
MERGER-Material United States Federal Income Tax Consequences of the Merger" in
the Proxy Statement-Prospectus and to the filing of this opinion as an Exhibit
to the Registration Statement. In giving this consent, we do not admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Morrison & Foerster LLP
