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EXHIBIT 8.2
(212) 373-3000
(212) 757-3990
December 26, 2000
Board of Directors
Visionics Corporation
1 Exchange Place
Suite 800
Jersey City, NJ 07032
Ladies and Gentlemen:
We have acted as tax counsel to Visionics Corporation, a New
Jersey corporation ("Visionics"), in connection with the proposed merger
("Merger") of a New Jersey corporation ("Merger Sub") and a wholly owned
subsidiary of Digital Biometrics, Inc., a Delaware corporation ("DBI"), with and
into Visionics, pursuant to the Agreement and Plan of Merger, dated as of
October 18, 2000, as amended ("Merger Agreement") by and among Visionics, DBI,
and the Merger Sub. This opinion is being furnished to you pursuant to Section
6.2(e) of the Merger Agreement. All capitalized terms used herein have their
respective meanings set forth in the Merger Agreement unless otherwise stated.
In rendering the opinion expressed herein, we have reviewed copies
of the Merger Agreement and the Registration Statement on Form S-4 (the
"Registration Statement"), as filed by DBI with the Securities and Exchange
Commission on December 26, 2000. We also have made such other investigations of
fact and law and have examined such other documents, records and instruments as
we have deemed necessary in order to enable us to render the opinion expressed
herein.
In our examination of documents, we have assumed, with your
consent, that (i) all documents submitted to us are authentic originals, or if
submitted as photocopies, that they faithfully reproduce the originals thereof;
(ii) all such documents have been or will be duly executed to the extent
required; (iii) all representations and statements set forth in such documents
are true and correct; (iv) any representation or statement made as a belief or
made "to the knowledge of," or similarly qualified is correct and accurate
without such qualification; and (v) all obligations imposed by any such
documents on the parties thereto have been or will be performed or satisfied in
accordance with their terms.
Furthermore, we have assumed, with your consent, the accuracy of
the representations contained in the Tax Certificates from DBI and Visionics
dated the date hereof. These representations relate to the Merger and its
qualification as a reorganization under the Code.
Based upon and subject to the foregoing, we are of the opinion
that the Merger will qualify as a reorganization under the provisions of section
368(a) of the Code.
This opinion is given as of the date hereof and is based on
various Code provisions, Treasury Regulations promulgated under the Code and
interpretations thereof by the Internal Revenue Service and the courts having
jurisdiction over such matters, all of which are subject to change either
prospectively or retroactively. Further, any variation or difference in the
facts from those set forth in the Registration Statement may affect the
conclusions stated herein.
We express no opinion as to any federal income tax issue or other
matter except that set forth above.
Very truly yours,
/s/ PAUL, WEISS, RIFKIND, WHARTON & GARRISON
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
