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Exhibit 8.1
FORM OF GOODWIN, PROCTER & HOAR LLP
OPINION
____________, 2000
Inverness Medical Technology, Inc.
200 Prospect Street
Waltham, Massachusetts 02453
RE: MERGER PURSUANT TO AGREEMENT AND PLAN OF MERGER BY AND AMONG
INVERNESS MEDICAL TECHNOLOGY, INC., TERRIER ACQUISITION CORP.
AND INTEG INCORPORATED
Ladies and Gentlemen:
This opinion is delivered to you in our capacity as counsel to
Inverness Medical Technology, Inc., a Delaware corporation ("Inverness"), in
connection with the merger (the "Merger") of Integ Incorporated, a Minnesota
corporation ("Integ"), with and into Terrier Acquisition Corp., a Delaware
corporation ("Terrier") and wholly owned subsidiary of Inverness, pursuant to
an Agreement and Plan of Merger by and among Inverness, Terrier and Integ
dated as of October 3, 2000, as amended (the "Merger Agreement"). This
opinion relates to the qualification of the Merger as a reorganization within
the meaning of Section 368(a) of the Internal Revenue Code of 1986, as
amended (the "Code"), and the status of Inverness, Terrier and Integ as
parties to such reorganization within the meaning of Section 368(b) of the
Code.
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Inverness Medical Technology, Inc.
______________, 2000
Page 2
For purposes of the opinions set forth below, we have reviewed and
relied upon the Merger Agreement, the Registration Statement on Form S-4 filed
by Inverness with the Securities and Exchange Commission on ___________, 2000,
as amended (the "Registration Statement"), in connection with the issuance in
the Merger of shares of Inverness' common stock, par value $.001 per share, the
Prospectus of Inverness and Proxy Statement of Integ (the "Proxy
Statement/Prospectus") included in the Registration Statement, and such other
documents, records and instruments as we have deemed necessary or appropriate as
a basis for our opinion. In addition, in rendering our opinion we have relied
upon certain statements, representations, and warranties made by Inverness,
Terrier and Integ (including, without limitation, those contained in
representation letters provided to us by them in connection with the preparation
of this opinion, in the Proxy Statement/Prospectus, and in the Registration
Statement), which we have neither investigated nor verified. We have assumed
that such statements, representations, and warranties are true, correct,
complete and not breached and will continue to be so through the date of the
Merger, that no actions that are inconsistent with such statements,
representations and warranties will be taken and that all representations,
statements and warranties made to "the best knowledge of" any person or with
similar qualification are and will be true, correct and complete as if made
without such qualification. We also have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to the original documents of all documents submitted to us as copies,
the authority and capacity of the individual or individuals who executed any
such documents on behalf of any person, the conformity to the final documents of
all documents submitted to us as drafts and the accuracy and completeness of all
records made available to us. In addition, we have assumed that the Merger will
be consummated in accordance with the Merger Agreement and as described in the
Proxy Statement/Prospectus and Registration Statement (including satisfaction of
all covenants and conditions to the obligations of the parties without amendment
or waiver thereof), that the Merger will qualify as a merger under the
applicable laws of Delaware and Minnesota, that each of Inverness, Terrier and
Integ will comply with all reporting obligations with respect to the Merger
required under the Code and the Treasury Regulations thereunder, and that the
Merger Agreement and all other documents and instruments referred to therein or
in the Proxy Statement/Prospectus and Registration Statement are valid and
binding in accordance with their terms.
Any inaccuracy in, or breach of, any of the aforementioned statements,
representations, warranties and assumptions or any change after the date hereof
in applicable law could adversely affect our opinions. No ruling has been or
will be sought from the Internal Revenue Service by Inverness, Terrier or Integ
as to the federal income tax consequences of any aspect of the Merger.
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Inverness Medical Technology, Inc.
______________, 2000
Page 3
Based upon and subject to the foregoing, as well as the limitations set
forth below, it is our opinion, under presently applicable federal income tax
law, that:
(1) the Merger of Integ with and into Terrier will qualify as a
reorganization within the meaning of Section 368(a) of the
Code; and
(2) Inverness, Terrier and Integ each will be a party to such
reorganization within the meaning of Section 368(b) of the
Code.
* * *
We express no opinion herein other than the opinions expressly set
forth above. In particular, no opinion is expressed as to the tax consequences
of any of the transactions under any foreign, state, or local tax law. You
should recognize that our opinions are not binding on the Internal Revenue
Service and that a court or the Internal Revenue Service may disagree with the
opinions contained herein. Although we believe that our opinions will be
sustained if challenged, there can be no assurance that this will be the case.
The discussion and conclusions set forth above are based upon current provisions
of the Code, the Income Tax Regulations and Procedure and Administration
Regulations promulgated thereunder, and existing administrative and judicial
interpretations thereof, all of which are subject to change, potentially with
retroactive effect. Changes in applicable law could adversely affect our
opinions. We do not undertake to advise you as to any changes after the date
hereof in applicable law that may affect our opinions.
This opinion is being provided to you pursuant to Section 8.3(g) of the
Merger Agreement in connection with the transactions set forth in the Merger
Agreement. Without our prior written consent, it may not be relied upon by any
other person or entity or used for any other purpose, and may not be made
available to any other person or entity. We hereby consent to the inclusion of
this opinion as an exhibit to the Registration Statement.
Very truly yours,
Goodwin, Procter & Hoar LLP
