EXHIBIT 8.1
[Letterhead of]
CRAVATH, SWAINE & ▇▇▇▇▇
[New York Office]
November 26, 1997
Agreement and Plan of Merger,
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Dated as of August 20, 1997,
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By and Between Comverse Technology, Inc. and
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Boston Technology, Inc.
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Dear Sirs:
We have acted as counsel for Comverse Technology, Inc., a New York
corporation ("CT"), in connection with the proposed merger (the "Merger") of
Boston Technology, Inc., a Delaware corporation ("BT"), with and into CT
pursuant to an Agreement and Plan of Merger, dated as of August 20, 1997, by and
between CT and BT (the "Merger Agreement").
In that connection, you have requested our opinion regarding certain U.S.
Federal income tax consequences of the Merger. In providing our opinion, we have
examined the Merger Agreement, the registration statement on Form S-4 (the
"Registration Statement"), which includes the Joint Proxy Statement and
Prospectus of CT and BT (the "Proxy Statement/Prospectus"), filed with the
Securities and Exchange Commission (the "SEC") on November 26, 1997 and such
other documents and corporate records as we have deemed necessary or appropriate
for purposes of our opinion. In addition, we have assumed that (i) the Merger
will be consummated in accordance with the provisions of the Merger Agreement
and the Proxy Statement/Prospectus, (ii) the statements concerning the Merger
set forth in the Merger Agreement and the Proxy Statement/Prospectus are true,
complete and correct and will remain true, complete and correct at all times up
to and including the Effective Time (as defined in the Merger Agreement), (iii)
the representations made by CT, BT and certain stockholders of BT in their
respective letters delivered to us for purposes of this opinion (the
"Representation Letters") are true, complete and correct and will remain true,
complete and correct at all times up to and including the Effective Time (as
defined in the Merger Agreement) and (iv) any representations made in the
Representation Letters "to the best knowledge of" or similarly qualified are
correct without such qualification. If any of the above described assumptions
are untrue for any reason or if the Merger is consummated in a manner that is
different from the manner in which it is described in the Merger Agreement or
the Proxy Statement/Prospectus, our opinions as expressed below may be adversely
affected and may not be relied upon.
Based upon the foregoing, for U.S. Federal income tax purposes, we are of
opinion that (i) the Merger will constitute a reorganization within the meaning
of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code")
and (ii) CT and BT will each be a party to such reorganization within the
meaning of Section 368(b) of the Code.
Our opinions are based on current provisions of the Code, 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 the facts and
circumstances surrounding the Merger, or any inaccuracy in the statements,
facts, assumptions or representations upon which we have relied, may affect the
continuing validity of our opinions as 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 your filing this opinion as part of the Proxy
Statement/Prospectus and to the reference to our firm appearing under the
caption "Certain Federal Income Tax Consequences" in the Proxy
Statement/Prospectus. In giving this consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act or the General Rules and Regulations of the Commission.
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This opinion is being provided solely for the benefit of CT and the
shareholders of CT. No other person or party shall be entitled to rely upon
this opinion.
Sincerely,
/s/ CRAVATH, SWAINE & ▇▇▇▇▇
Board of Directors of Comverse Technology, Inc.
Comverse Technology, Inc.
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