Exhibit 8.1
[Letterhead of Cadwalader, Wickersham & Taft]
October 17, 2002
Pfizer Inc.
235 East 42nd Street
New York, New York 10017
Re: Merger of PILSNER ACQUISITION SUB CORP. with and into PHARMACIA
CORPORATION
Ladies and Gentlemen:
You have asked us for our opinion regarding certain U.S. federal income
tax matters in connection with the merger (the "Merger") of PILSNER ACQUISITION
SUB CORP., a Delaware corporation ("Merger Sub"), and a direct and wholly owned
subsidiary of PFIZER INC., a Delaware Corporation ("Parent"), with and into
PHARMACIA CORPORATION, (the "Company") a Delaware corporation, to be
accomplished pursuant to the Agreement and Plan of Merger, dated July 13, 2002
(the "Original Merger Agreement"), by and among Parent, Merger Sub and the
Company, as supplemented by the letter agreement, dated October 16, 2002, by and
among Parent, Merger Sub and the Company (such letter agreement, together with
the Original Merger Agreement, the "Merger Agreement"). All capitalized terms
used but not defined herein shall have the meaning ascribed to such terms in the
Merger Agreement.
In connection with the opinions expressed below, we have examined and
relied upon the Merger Agreement, the registration statement on Form S-4, as
filed by Parent with the Securities and Exchange Commission (the "SEC") under
the Securities Act of 1933, as amended (the "Act"), which includes the Joint
Proxy Statement/Prospectus that the Company will send to its stockholders in
connection with the stockholders' meeting to adopt the Merger Agreement (the
"Registration Statement"), the representations made to us by Parent and the
Company in their respective letters to us dated October 16, 2002 and October 17,
2002, respectively, and such other documents as we have deemed appropriate. For
purposes of this opinion we have assumed that (i) the Merger will be completed
in the manner described in the Merger Agreement and the Joint
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Proxy Statement/Prospectus, (ii) the Merger Agreement will not be amended or
otherwise modified prior to the Effective Time, and (iii) the representations
made to us by Parent and the Company in their respective letters to us dated
October 16, 2002, and October 17, 2002, respectively, and delivered to us for
purposes of our opinion are, and at the Effective Time of the Merger will be,
complete and accurate without regard to any knowledge qualifications that may be
set forth therein. We have also made such other investigations of fact and law
as we have deemed appropriate.
Our opinions are based upon the Internal Revenue Code of 1986, as amended
(the "Code"), applicable Treasury regulations, and rulings and decisions
thereunder, each as in effect on the date hereof, and may be affected by
amendments to the Code or to Treasury regulations thereunder or by subsequent
judicial or administrative interpretation thereof, any of which may have
retroactive effect. We express no opinions other than as to the federal income
tax law of the United States of America. This opinion letter does not address
the various state, local or foreign tax consequences that may result from the
transactions contemplated by the Merger Agreement.
On the basis of and subject to the foregoing, it is our opinion, as of the
date hereof and under existing law, that the consummation of the Merger will be
treated for U.S. federal income tax purposes as a reorganization within the
meaning of Section 368(a) of the Code.
We hereby consent to the filing of this opinion letter with the SEC as an
exhibit to the Registration Statement. We also consent to the reference to our
firm under the heading "The Merger - Material Federal Income Tax Consequences of
the Merger" in the Joint Proxy Statement/Prospectus. In giving this consent, we
do not admit that we are in the category of persons whose consent is required
under Section 7 of the Act or the General Rules and Regulations of the SEC.
This opinion letter is furnished to you solely for your benefit and is not
to be used, circulated, quoted or otherwise referred to for any other purpose or
relied upon by any other person without our express written permission.
We expressly disclaim any obligation to update or modify this opinion
letter as a consequence of any future changes in applicable laws or Treasury
regulations or the facts bearing upon this opinion letter, any of which could
affect our conclusions.
Very truly yours,
/s/ Cadwalader, Wickersham & Taft
CADWALADER, WICKERSHAM & TAFT