Exhibit 8.2
[Letterhead of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Professional Corporation]
S-4 OPINION
, 2002
Occam Networks Inc.
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Re: Agreement and Plan of Merger and Reorganization (the "Agreement") dated
as of November 9, 2001, by and among Accelerated Networks, Inc., a
Delaware corporation ("ANI"), Odin Acquisition Corp., a California
corporation ("Merger Sub"), and Occam Networks Inc., a California
corporation ("Occam")
Ladies and Gentlemen:
We have acted as counsel to Occam in connection with the anticipated merger
of Merger Sub, a newly-formed, wholly-owned subsidiary of ANI, with and into
Occam (the "Merger"), with Occam surviving as a wholly-owned subsidiary of ANI
pursuant to the Agreement. The Merger is described in the Registration
Statement of ANI on Form S-4, as amended (the "Registration Statement"), to be
filed on , 2002, with the Securities and Exchange Commission (the
"SEC") under the Securities Act of 1933, as amended (the "Act"). The
Registration Statement includes the joint proxy statement and prospectus of
Occam and ANI (the "Proxy Statement/Prospectus"). This opinion is being
rendered pursuant to the requirements of Item 21(a) of Form S-4 under the Act.
Unless otherwise indicated, any capitalized terms used herein and not otherwise
defined have the meaning ascribed to them in the Registration Statement.
In connection with this opinion, we have examined and are familiar with the
Agreement, the Registration Statement, the tax representation letters of even
date herewith delivered to us by ▇▇▇▇▇ and by ANI and Merger Sub (the "Tax
Representation Letters"), and such other presently existing documents, records
and matters of law as we have deemed necessary or appropriate for purposes of
our opinion. In addition, in connection with rendering this opinion we have
assumed or obtained representations (and are relying thereon, without any
independent investigation or review thereof) that:
1. the Merger will be consummated in the manner contemplated by the Proxy
Statement/Prospectus and in accordance with the provisions of the
Agreement;
2. Original documents (including signatures) are authentic, documents
submitted to us as copies conform to the original documents and all such
documents have been (or will be by the Effective Time) duly and validly
executed and delivered where due execution and delivery are
prerequisites to the effectiveness thereof;
3. All representations, warranties and statements made or agreed to by
▇▇▇▇▇, ANI, Merger Sub, their managements, employees, officers,
directors or shareholders in connection with the Merger, including, but
not limited to, those set forth in the Agreement (including the exhibits
thereto) and the Tax Representation Letters, are true and accurate at
all relevant times;
4. All covenants contained in the Agreement (including exhibits thereto)
and the Tax Representation Letters are performed without waiver or
breach of any material provision thereof;
5. The Merger will be reported by ▇▇▇▇▇ and ANI on their respective federal
income tax returns in a manner consistent with the opinion set forth
below; and
6. Any representation or statement made "to the best of knowledge" or
similarly qualified is correct without such qualification.
Because this opinion is being delivered prior to the Effective Time of the
Merger, it must be considered prospective and dependent on future events. There
can be no assurance that changes in the law will not take place that could
affect the United States federal income tax consequences of the Merger or that
contrary positions may not be taken by the Internal Revenue Service.
Occam Networks Inc.
, 2002
Page 2
Based on our examination of the foregoing items and subject to the
limitations, qualifications, assumptions and caveats set forth herein, we are
of the opinion that, if the Merger is consummated in accordance with the
Agreement (and without any waiver, breach or amendment of any of the provisions
thereof) and the Merger is effective under the laws of the state of California,
then for federal income tax purposes 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 also have asked us to review the discussion of the federal income tax
consequences of the Merger contained in the Registration Statement. Subject to
the limitations and qualifications described herein and therein, the discussion
under the caption "The Merger--Material United States Federal Income Tax
Consequences of the Merger" is correct in all material respects.
This opinion does not address the various state, local or foreign tax
consequences that may result from the Merger or the other transactions
contemplated by the Agreement. In addition, no opinion is expressed as to any
federal income tax consequence of the Merger or any other transactions
contemplated by the Agreement except as specifically set forth herein, and this
opinion may not be relied upon except with respect to the consequences
specifically discussed herein. No opinion is expressed as to the federal income
tax treatment that may be relevant to a particular investor in light of
personal circumstances or to certain types of investors subject to special
treatment under the federal income tax laws.
No opinion is expressed as to any transaction other than the Merger as
described in the Agreement, or as to any transaction whatsoever, including the
Merger, if all of the transactions described in the Agreement are not
consummated in accordance with the terms of the Agreement and without waiver of
any material provision thereof. To the extent that any of the representations,
warranties, statements and assumptions material to our opinion and upon which
we have relied are not accurate and complete in all material respects at all
relevant times, our opinion could be adversely affected and should not be
relied upon.
This opinion represents only our best judgment as to the federal income tax
consequences of the Merger and is not binding on the Internal Revenue Service
or any court of law, tribunal, administrative agency or other governmental
body. The conclusions are based on the Code, existing judicial decisions,
administrative regulations and published rulings. No assurance can be given
that future legislative, judicial or administrative changes or interpretations
would not adversely affect the accuracy of the conclusions stated herein.
Nevertheless, by rendering this opinion we undertake no responsibility to
advise you of any new developments in the application or interpretation of the
federal income tax laws.
This opinion is furnished to you solely for use in connection with the
Registration Statement. We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement. We also consent to the reference to our
firm name wherever appearing in the Registration Statement, including the Proxy
Statement/Prospectus constituting parts thereof, and any amendment thereto,
with respect to the discussion of the material U.S. federal income tax
consequences of the Merger. In giving this consent, we do not thereby admit
that we are in the category of persons whose consent is required under Section
7 of the Act or the rules and regulations of the SEC thereunder, nor do we
thereby admit that we are experts with respect to any part of the Registration
Statement within the meaning of the term "experts" as used in the Act or the
rules and regulations of the SEC thereunder.
Very truly yours,
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇
Professional Corporation
