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EXHIBIT 8(a)
July 20, 2000
Texas Instruments Incorporated
7839 Churchill Way, M/S 3995
Dallas, Texas 75251
Ladies & Gentlemen:
You have requested our opinion regarding certain federal income tax
consequences of the merger (the "Merger") of Burma Acquisition Corp. ("Sub"), a
Delaware corporation and direct wholly-owned subsidiary of Texas Instruments
Incorporated, a Delaware corporation ("Texas Instruments"), with and into
Burr-Brown Corporation, a Delaware corporation ("Burr-Brown").
In formulating our opinion, we examined such documents as we deemed
appropriate, including the Agreement and Plan of Merger dated as of June 21,
2000 (the "Merger Agreement"), among Burr-Brown, Texas Instruments and Sub, the
Proxy Statement (the "Proxy Statement") filed by Burr-Brown with the Securities
and Exchange Commission (the "SEC") and the Registration Statement on Form S-4,
as filed by Texas Instruments with the SEC on July 7, 2000, in which the Proxy
Statement is included as a prospectus (with all amendments thereto, the
"Registration Statement"). In addition, we have obtained such additional
information as we deemed relevant and necessary through consultation with
various officers and representatives of Burr-Brown and Texas Instruments.
Our opinion set forth below assumes, in each case as of the
consummation of the Merger, (1) the accuracy of the statements and facts
concerning the Merger set forth in the Merger Agreement, the Proxy Statement and
the Registration Statement, (2) the consummation of the Merger in the manner
contemplated by, and in accordance with the terms set forth in, the Merger
Agreement, the Proxy Statement and the Registration Statement, and (3) the
accuracy of (i) the representations made by Texas Instruments and Sub which are
set forth in the certificate delivered to us by Texas Instruments, dated the
date hereof, and (ii) the representations made by Burr-Brown which are set forth
in the certificate delivered to us by Burr-Brown, dated the date hereof.
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Texas Instruments Incorporated
July 20, 2000
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Based upon the facts and statements set forth above, our examination
and review of the documents referred to above and subject to the assumptions set
forth above, we are of the opinion that for federal income tax purposes:
(i) the Merger will qualify as a reorganization within the meaning of
Section 368(a) of the Internal Revenue Code of 1986, as amended (the
"Code"); and
(ii) each of Texas Instruments, Sub and Burr-Brown will be a party to
the reorganization within the meaning of Section 368(b) of the Code.
Our opinion is based on current provisions of the Code, the Treasury
Regulations promulgated thereunder, published pronouncements of the Internal
Revenue Service and case law, any of which may be changed at any time with
retroactive effect. Any change in applicable laws or facts and circumstances
surrounding the Merger, or any change or inaccuracy in the statements, facts,
assumptions and representations on which we have relied, may affect the
continuing validity of the opinion set forth herein. We assume no responsibility
to inform you of any such change or inaccuracy that may occur or come to our
attention.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ WEIL, GOTSHAL & MANGES LLP
