EX-8.2 4 c88007exv8w2.htm OPINION OF LEONARD, STREET AND DEINARD PROFESSIONAL ASSOCIATION exv8w2
 

Exhibit 8.2

[Leonard, Street and Deinard Letterhead]

October 1, 2004

Zamba Corporation
3033 Excelsior Blvd., Suite 200
Minneapolis, MN 55416

     
Re:
  Zamba Corporation
  Registration Statement on Form S-4

Ladies and Gentlemen:

     We have acted as counsel to Zamba Corporation, a Delaware corporation (“Zamba”), in connection with the preparation of the proxy statement/prospectus forming a part of the Registration Statement on Form S-4 (together with all exhibits thereto, the “Registration Statement”) relating to the proposed Merger, as such term is defined and described in the Agreement and Plan of Merger, dated as of August 6, 2004, among Technology Solutions Company, a Delaware corporation (“TSC”), Z Acquisition Corp., a Delaware corporation and wholly owned subsidiary of TSC, and Zamba. This opinion is being furnished in accordance with the requirements of Item 21 of Form S-4 under the Securities Act of 1933, as amended (the “Act”).

     Our opinion is based upon an examination of the Registration Statement and such other documents as we have deemed necessary or appropriate as a basis therefor. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed, or photostatic copies, and the authenticity of the originals of such copies.

     We hereby confirm that, subject to the qualifications set forth herein and therein, the discussion set forth in the section of the Registration Statement entitled “The Proposed Merger — Material U.S. Federal Income Tax Consequences of the Merger” constitutes our opinion as to the material United States federal income tax consequences of those matters set forth therein as to which we are described as rendering an opinion. The foregoing opinion is not binding on the Internal Revenue Service. It is based upon the Internal Revenue Code of 1986, as amended, applicable Treasury regulations, administrative interpretations and court decisions, each as in effect as of the date of the Registration Statement and all of which are subject to change or differing interpretations, possibly with retroactive effect.

 


 

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     Other than as expressly stated above, we express no opinion regarding the tax treatment of the Merger under the laws of any State or local government within the United States or under the laws of any foreign country. Additionally, we express no opinion regarding any other tax consequences of the Merger, or on any issue relating to Zamba or TSC or, in each case, to any investment therein or under any other law. This opinion is being provided to you solely in connection with the filing of the Registration Statement with the Securities and Exchange Commission (the “SEC”) and this opinion is not to be used, circulated, quoted or otherwise referred to for any other purpose without our prior written permission. This opinion is expressed as of the date hereof, and we disclaim any undertaking to advise you of any subsequent changes in the matters stated, represented, or assumed herein or any subsequent changes in applicable law, regulations or interpretations thereof.

     We hereby consent to the filing of this opinion with the SEC as an exhibit to the Registration Statement and to the use of our name under the heading entitled “The Proposed Merger — Material U.S. Federal Income Tax Consequences of the Merger”. In giving such 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 or regulations of the SEC promulgated thereunder.

Very truly yours,

/s/ LEONARD, STREET AND DEINARD
PROFESSIONAL ASSOCIATION