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Exhibit 8.1
September ____, 2000
CFM Technologies, Inc.
150 Oaklands Boulevard
Exton, Pennsylvania 19341
Re: Federal Income Tax Consequences of
Proposed Merger of M2C Acquisition Corporation
With and Into CFM Technologies, Inc.
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Ladies and Gentlemen:
We have acted as counsel to CFM Technologies, Inc., a Pennsylvania
corporation ("CFM"), in connection with the transactions described in the
Agreement and Plan of Merger dated as of June 27, 2000 (the "Merger Agreement")
among Mattson Technology, Inc., a Delaware corporation ("Mattson"), M2C
Acquisition Corporation, a Delaware corporation ("Sub"), and CFM.. Pursuant to
the Merger Agreement, Sub shall be merged with and into CFM (the "Merger") at
the Effective Time (as defined in the Merger Agreement), with CFM being the
surviving corporation.
Mattson has filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), a registration statement on Form S-4 (the "Registration Statement") with
respect to the common stock of Mattson ("Mattson Common Stock") to be issued to
the CFM shareholders in the Merger in exchange for their common stock in CFM
("CFM Common Stock"). In addition, CFM and Mattson have prepared a Proxy
Statement/Prospectus dated ____________, 2000 (the "Proxy
Statement/Prospectus"), which is made a part of the Registration Statement.
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CFM Technologies, Inc.
September __, 2000
Page 2
In rendering the opinion set forth below, we have reviewed the Merger
Agreement, and have also reviewed and relied upon the accuracy of the facts
stated in the Proxy Statement/Prospectus (including Exhibits thereto) and such
other materials as we have deemed necessary or appropriate as a basis for our
opinion.
Our delivery of an opinion as to certain of the federal income tax
consequences pursuant to Section 7.3(e) of the Merger Agreement is conditioned,
among other things, upon there being no change in the law applicable to the
Merger between the date hereof and the closing of the Merger and upon our
receiving such executed letters of representation from Mattson, Sub and CFM as
we shall request. In the event that we are unable to deliver an opinion
confirming such federal income tax consequences at the closing of the Merger,
this opinion shall be deemed to be withdrawn.
Based upon and subject to the foregoing, and assuming that the Merger
is carried out in the manner described in the Registration Statement, we confirm
to you that the discussion of the material United States federal income tax
consequences under the caption "Material Federal Income Tax Consequences" (the
"Tax Section") fairly and accurately represents our opinion that no gain or loss
should be recognized by the CFM shareholders to the extent that they receive
whole shares of Mattson Common Stock in exchange for their shares of CFM Common
Stock.
Our opinion is subject to the qualifications, assumptions and
limitations set forth herein and in the Tax Section, and no opinion is expressed
regarding matters not referred to herein.
This opinion is being furnished to CFM in connection with its
preparation of the Proxy Statement/Prospectus. It is expressed solely for the
benefit of CFM and may not be relied upon in any manner or for any purpose by
any other person.
We hereby consent 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,
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