Exhibit 8.2
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| | 767 Fifth Avenue New York, NY 10153-0119 +1 212 310 8000 tel +1 212 310 8007 fax |
September 1, 2020
Maxim Integrated Products, Inc.
160 Rio Robles
San Jose, California 95134
Ladies and Gentlemen:
We have acted as counsel to Maxim Integrated Products, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of the Registration Statement on Form S-4 of Analog Devices, Inc., a Massachusetts corporation (“Parent”), initially filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), on August 17, 2020 and as amended through the date hereof (the “Registration Statement”), relating to the Agreement and Plan of Merger, dated July 12, 2020 (the “Merger Agreement”), by and among the Company, Parent, and Magneto Corp., a Delaware corporation and wholly-owned subsidiary of Parent. Any capitalized terms used but not defined herein unless otherwise stated have the meaning given to such terms in the Merger Agreement.
In providing our opinion, we have examined the Merger Agreement, the Registration Statement, and such other documents as we have deemed necessary or appropriate for purposes of this opinion. In addition, we have assumed that (i) the transaction will be consummated in accordance with the provisions of the Merger Agreement and as described in the Registration Statement (and no transaction or condition described therein will be waived by any party), (ii) the statements concerning the transaction and the parties thereto set forth in the Merger Agreement and in the Registration Statement are true, complete and correct and will remain true, complete and correct at all times up to and including the Effective Time, (iii) the statements and representations made by Parent and the Company in their respective officer’s certificates dated as of the date hereof and delivered to us for purposes of this opinion (the “Officer’s Certificates”) are true, complete and correct and will remain true, complete and correct at all times up to and including the Effective Time, (iv) any such statement or representation set forth in the Merger Agreement, the Registration Statement or the Officer’s Certificates that is qualified by belief, knowledge, intention, materiality or any comparable or similar qualification, is and will be true, complete and correct as if made without such qualification, (v) the parties to the Merger Agreement and their respective subsidiaries will treat the transaction for U.S. federal income tax purposes in a manner consistent with this opinion, (vi) such parties have complied with and will continue to comply with the obligations, covenants and agreements contained in the Merger Agreement, and (vii) there will be no