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EXHIBIT 8.1
[ROPES & GRAY LETTERHEAD]
, 2000
Cabletron Systems, Inc.
35 Industrial Way
Rochester, NH 03866-5000
Ladies and Gentlemen:
We have acted as counsel to Cabletron Systems, Inc. ("Cabletron"), a
Delaware corporation, in connection with the proposed merger (the "Merger") of
Acton Acquisition Co. ("Sub"), a Delaware corporation and a wholly owned
subsidiary of Cabletron, with and into Indus River Networks, Inc., a Delaware
Corporation ("Indus River") pursuant to an Agreement and Plan of Merger (the
"Agreement") dated as of August 18, 2000 by and among Cabletron, Indus River and
Sub. The Merger is described in the Registration Statement on Form S-4 (the
"Registration Statement") of which this exhibit is a part. 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. All capitalized terms used but not defined
herein have the meanings ascribed to them in the Agreement.
For purposes of the opinion set forth below, we have reviewed and relied
upon (i) the Agreement, (ii) the Joint Proxy Statement and Prospectus (the
"Proxy Statement") included in the Registration Statement, (iii) Officer's
Certificates delivered by Cabletron and Indus River to us in connection with
this opinion, and (iv) such other documents, records and instruments as we have
deemed necessary or appropriate as a basis for our opinion. We have assumed
without investigation or verification that all statements contained in the
foregoing documents are true, correct, and complete as of the date hereof and
will remain true, correct and complete as of the Effective Time; that no actions
inconsistent with such statements have occurred or will occur; that all such
statements made "to the best of the knowledge of" any persons or parties, or
similarly qualified, are true, correct and complete as if made without such
qualification; and, as to all matters in which a person or entity making a
representation has represented that such person or entity either is not a party
to, does not have, or is not aware of, any plan or intention, understanding or
agreement, we have assumed that there is in fact no such plan, intention,
understanding or agreement.
We also have assumed that (i) the Merger will be consummated in accordance
with the Agreement (including satisfaction of all covenants and conditions to
the obligations of the parties without amendment or waiver thereof); (ii) all
representations and warranties contained the Agreement are true, correct, and
complete in all respects; (iii) the Merger will be effective as a merger under
applicable state laws; and (iv) each of Cabletron, Indus River and Sub will
comply
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with all reporting obligations with respect to the Merger required under the
Internal Revenue Code of 1986, as amended (the "Code") and the Treasury
regulations promulgated thereunder.
Any inaccuracy in, or breach of, any of the aforementioned statements,
representations and assumptions and any change in applicable law after the date
hereof could adversely affect our opinion. No ruling has been sought from the
Internal Revenue Service by Cabletron, Indus River or Sub as to the federal
income tax consequences of any aspect of the Merger, and the Internal Revenue
Service is not bound by our opinion herein.
Based upon and subject to the foregoing, it is our opinion that the
discussion contained in the Registration Statement under the heading "Certain
Material United States Federal Income Tax Consequences of the Merger" subject to
the limitations and qualifications described therein, represents a fair and
accurate description of all of the material federal income tax consequences of
the Merger.
No opinion is expressed as to any matter not specifically addressed above,
including the tax consequences of any of the transactions under any foreign,
state, or local tax law or the tax consequences of any other transactions
contemplated or entered into by Cabletron, Indus River or Sub in connection with
the transactions described above. Our opinion is based on current federal income
tax law, and we do not undertake to advise you as to any changes in federal
income tax law after the date hereof that may affect our opinion.
This opinion is solely for your benefit, shall not inure to the benefit of
any other person, including without limitation any successor or assign of
Cabletron, whether by operation of law or otherwise, and is not to be used,
circulated, quoted or otherwise referred to for any purpose without our express
written permission.
We hereby consent to the filing with the Securities and Exchange Commission
of this opinion as an exhibit to the Registration Statement on Form S-4 filed by
Cabletron in connection with the Merger. In giving this consent, we do not
hereby 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 Securities and Exchange Commission thereunder.
Very truly yours,
Ropes & Gray
