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Form of WSG&R Tax Opinion

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Form of WSG&R Tax Opinion


_____ __, 1998


Sun Microsystems, Inc. 901 San Antonio Road Palo Alto, California 94303


Ladies and Gentlemen:


This opinion is being delivered to you pursuant to Section 6.1(c) of the Agreement and Plan of Reorganization (the "Agreement"), dated as of June 30, 1998, among Sun Microsystems, Inc., a Delaware corporation ("Sun"), Apollo Acquisition Corp., a Delaware corporation and a direct, wholly owned subsidiary of Sun ("Merger Sub"), and NetDynamics, Inc., a California corporation ("NetDynamics"). Pursuant to the Agreement, Merger Sub will merge with and into NetDynamics (the "Merger"), and NetDynamics will become a wholly-owned subsidiary of Sun. Except as otherwise provided, capitalized terms used but not defined herein shall have the meanings set forth in the Agreement. All section references, unless otherwise indicated, are to the Internal Revenue Code of 1986, as amended (the "Code").


We have acted as counsel to Sun in connection with the Merger. As such, and for the purpose of rendering this opinion, we have examined, and are relying upon (without any independent investigation or review thereof) the truth and accuracy, at all relevant times, of the statements, covenants, representations and warranties contained in the following documents (including all exhibits and schedules attached thereto):


1. the Agreement;


2. those certain tax representation letters delivered to us by Sun,
Merger Sub and NetDynamics containing certain representations of
Sun, Merger Sub and NetDynamics (the "Tax Representation
Letters"); and


3. such other instruments and documents related to the formation,
organization and operation of Sun, Merger Sub and NetDynamics and
related to the consummation of the Merger and the other
transactions contemplated by the Agreement as we have deemed
necessary or appropriate.


2


Sun Microsystems, Inc. _____ __, 1998 Page 2


In connection with rendering this opinion, we have assumed (without any independent investigation or review th
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