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Exhibit 8.2
FORM OF OPINION OF DEWEY BALLANTINE
DRAFT -- FOR DISCUSSION PURPOSES ONLY
, 2000
Digital Generation Systems, Inc.
875 Battery Street
San Francisco, CA 94111
Ladies and Gentlemen:
We have acted as your counsel in connection with the acquisition by Digital
Generation Systems, Inc., a California corporation ("DGS"), of StarGuide
Digital Networks, Inc., a Nevada corporation ("StarGuide"), pursuant to a
merger (the "Merger") of SG Nevada Merger Sub Inc., a Nevada corporation and a
wholly-owned subsidiary of DGS ("Merger Sub") with and into StarGuide, as
provided by the Agreement and Plan of Merger, dated as of July 7, 2000 (the
"Merger Agreement"), by and among DGS, Merger Sub and StarGuide./1/
We have participated in the preparation of a registration statement under
the Securities Act of 1933 on Form S-4 (the "Registration Statement"),
including the Proxy Statement of DGS dated (the "Proxy
Statement"). We have examined the Merger Agreement (and exhibits thereto), the
related Lock-up Agreement by and between DGS and dated as of
, and the related Voting Agreement by and among DGS, StarGuide
and dated as of , (together with the Merger Agreement,
the "Principal Agreements"), the Proxy Statement (and exhibits thereto), the
representation letters of DGS and StarGuide dated today which have been
delivered to us for purposes of this opinion (the "Officer's Certificates"),
and such other documents and corporate records as we have deemed necessary or
appropriate for purposes of this opinion. In addition, we have assumed with
your consent that (i) the Merger will be effectuated in accordance with the
terms of the Principal Agreements, (ii) the statements concerning the Merger
set forth in the Registration Statement and the Proxy Statement (and exhibits
thereto) are, and as of the effective time of the Merger will be, accurate and
complete, (iii) the representations set forth in the Officer's Certificates
are, and as of the effective time of the Merger will be, accurate and
complete, (iv) any representations in the Officer's Certificates that are
qualified by the phrase "to the knowledge" or similar such phrase are, and as
of the effective time of the Merger will be, in each case, correct without
such qualification, (v) no actions have been (or will be) taken which are
inconsistent with any representation or other statement contained in the
Officer's Certificates or the Principal Agreements and (vi) original documents
(including signatures) are authentic, documents submitted to us as copies
conform to the original documents, and there has been (or will be by the
effective time of the Merger) due execution and delivery of all documents
where due execution and delivery are prerequisites to effectiveness thereof.
Based upon the foregoing and subject to the assumptions, exceptions,
limitations and qualifications set forth herein, it is our opinion that the
Merger will constitute a reorganization within the meaning of Section 368(a)
of the Internal Revenue Code of 1986, as amended (the "Code").
You have not requested, and we do not express, an opinion concerning any
other tax consequences of the Merger.
This opinion expresses our views only as to United States federal income tax
laws in effect as of the date hereof. It represents our legal judgment as to
the matters addressed herein (including in respect of matters as to which
there are no court decisions or other direct authorities), but is not binding
on the Internal Revenue Service or the courts. Accordingly, no assurance can
be given that the opinion expressed herein, if contested, would be
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/1/ Capitalized terms not otherwise defined herein have the meanings assigned
to them in the Merger Agreement.
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Digital Generation Systems, Inc.
, 2000
Page 2
sustained by a court. Furthermore, the authorities upon which we rely are
subject to change either prospectively or retroactively, and any such change,
or any variation or difference in the facts from those on which we rely and
assume as correct, as set forth above, might affect the conclusions stated
herein.
We consent to the filing of this opinion as an exhibit to the Proxy
Statement and to the use of our name under the heading "The Merger -- Material
United States Federal Income Tax Consequences of the Merger" in the Proxy
Statement. In giving this consent, we do not concede that we are experts
within the meaning of the Securities Act of 1933, as amended, or the rules and
regulations thereunder, or that this consent is required by Section 7 of the
Securities Act of 1933.
This opinion is intended solely for your use and is not to be used,
circulated, quoted or otherwise referred to for any other purpose or relied
upon by any other person without our express written permission.
Very truly yours,
Dewey Ballantine LLP
