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EXHIBIT 8.1
December 22, 2000
Digital Biometrics, Inc.
5600 Rowland Road
Minnetonka, Minnesota 55343
Re: Form S-4 Registration Statement and Agreement and Plan of Merger of
Digital Biometrics, Inc. and Visionics Corporation
Ladies & Gentlemen:
We have acted as counsel to each of Digital Biometrics, Inc., a
Delaware corporation ("DBI") and VC Acquisition Corp. ("Merger Sub") a
wholly-owned subsidiary of DBI, in connection with that certain Agreement and
Plan of Merger by and among Visionics Corporation, a New Jersey corporation
("Visionics"), DBI and Merger Sub, dated as of October 18, 2000, (the "Merger
Agreement").
Pursuant to the Merger Agreement, among other things, (a) Merger Sub
will merge with and into Visionics, causing Visionics (as the surviving
corporation) to become a wholly-owned subsidiary of DBI (the "Merger") and (b)
the shareholders of Visionics will receive shares of DBI common stock (and cash
in lieu of any fractional shares) in exchange for their shares of Visionics
common stock; all as discussed in the Form S-4 Registration Statement under the
Securities Act of 1933 as filed by DBI. Capitalized terms not otherwise defined
herein have the meanings assigned to them in the Merger Agreement and the
registration statement on Form S-4, as filed with the Securities and Exchange
Commission as of the date hereof (together, with all exhibits and amendments
thereto, the "Registration Statement").
This letter contains our opinion with respect to certain federal income
tax consequences of the Merger. In formulating our opinion, we examined such
documents as we deemed appropriate, including (a) the Merger Agreement and (b)
Registration Statement. In addition, we have obtained such additional
information as we deemed relevant and necessary through consultation with
various officers and representatives of Visionics, DBI and Merger Sub.
Our opinion set forth below assumes (a) the accuracy of the statements
and facts concerning the Merger set forth in the Merger Agreement; (b) the
accuracy of the statements, facts and undertakings concerning the Merger set
forth in the the Registration
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Digital Biometrics, Inc.
December 22, 2000
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Statement; (c) the consummation of the the Merger in the manner contemplated by,
and in accordance with the terms set forth in, the Merger Agreement and the
Registration Statement and (d) the accuracy of (i) the representations made by
Visionics, which are set forth in the certificate to be delivered to us by
Visionics, and to be dated as of the Closing Date (the "Visionics Certificate");
and (ii) the representations made by DBI, which are set forth in the certificate
to be delivered to us by DBI, and to be dated as of the Closing Date (the "DBI
Certificate").
Based upon the facts and statements set forth above, our examination
and review of the documents and certificates referred to above and in reliance
upon such certificates, and subject to the assumptions set forth above and in
the Registration Statement and the limitations and further assumptions set forth
below and in the Registration Statement, it is our opinion that the statements
regarding United States federal income tax consequences set forth in the
Registration Statement, insofar as they constitute statements of law or legal
conclusions, accurately summarize the material United States income tax
consequences of the Merger to a Visionics shareholder. We express no opinion as
to any federal, state or local, foreign or other tax consequences, other than as
set forth in the Registration Statement under the heading "Material Federal
Income Tax Consequences of the Merger", subject to the assumptions and
limitations contained therein.
The foregoing opinions are subject to the following qualifications and
exceptions:
(a) Our opinions are based upon current provisions of the
Code, the Treasury Regulations issued thereunder and now in effect,
current administrative rulings and practice of the Internal Revenue
Service ("IRS") and judicial authority, all of which are subject to
change at any time with retroactive effect. Our opinion is not binding
on the IRS. Accordingly, there can be no assurance, and none is hereby
given, that the IRS will not take a position contrary to one or more
positions reflected herein or that our opinions will be upheld by the
courts if challenged by the IRS.
(b) Except as specifically set forth above, we express no
opinion as to the tax consequences, whether federal, state, local or
foreign, of the Merger with respect to any person.
(c) Any change in applicable laws or facts and circumstances
surrounding the the Merger, or any inaccuracy in the statements, facts,
undertakings, assumptions and representations on which we have relied,
including without limitation those contained in the Merger Agreement,
the Registration Statement, the DBI Certificate and the Visionics
Certificate, may affect the continuing validity of the opinions set
forth herein. We assume no responsibility
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Digital Biometrics, Inc.
December 22, 2000
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to inform you of any such change or inaccuracy that may occur or come
to our attention.
(d) In addition to the assumptions set forth above, we have
assumed (i) the authenticity of all documents submitted to us as
originals; (ii) the genuineness of all signatures; (iii) the legal
capacity of natural persons; (iv) the conformity to the originals of
all documents submitted to us as copies; (v) that the Merger Agreement
and all other documents and certificates examined by us have been duly
and validly authorized, executed and delivered by, and are legal, valid
and binding on and enforceable against, each of the parties thereto
other than DBI and Merger Sub; and (vi) that the Merger will be
effected in accordance with the terms of the Merger Agreement and as
described in the Registration Statement.
(e) We are members of the bar of the State of Minnesota. Our
opinions set forth herein are limited to the present internal laws of
the State of Minnesota and the federal income tax laws applicable to
corporate reorganizations thereunder. Therefore, we express no opinion
with respect to any matter that may be governed by any other laws of
any jurisdiction, including without limitation the validity of any
agreement, the enforceability thereof, or whether a breach or default
thereof has occurred or may occur.
(f) This opinion is rendered only to you, and is solely for
your use and the use of your shareholders in connection with the
Registration Statement. This opinion may not be relied upon by you or
your shareholders for any other purpose, or furnished to, quoted to, or
relied upon by any other person, firm or corporation, for any purpose,
without our prior written consent. The opinions set forth above are
rendered as of the date of this letter and we do not undertake any
obligation to update the opinions contained herein.
We hereby consent to the filing of this opinion letter as an exhibit to
the Registration Statement, to the use of the name of our firm therein under the
headings "Material Federal Income Tax Consequences of the Merger -- Consequences
of the Merger to Visionics Shareholders;" " -- Consequences of the Merger to
Holders of Visionics Options" and " -- Consequences of the Merger to DBI and DBI
Stockholders" and to the incorporation by reference of this consent into any
subsequent Registration Statement. 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 or the rules or regulations of the
Commission promulgated thereunder.
Very truly yours,
/s/ MASLON EDELMAN BORMAN & BRAND, LLP
