EXHIBIT INDEX
Exhibit
Number Description
2.1 Merger Agreement, dated January 19, 2001, between Travelzoo.com
Corporation and Travelzoo Inc. (Incorporated by reference to
Annex A to the Proxy Statement and Prospectus included in this
Registration Statement)
3.1 Certificate of Incorporation of Travelzoo Inc. (Incorporated by
reference to Annex B to the Proxy Statement and Prospectus
included in this Registration Statement)
3.2 By-laws of Travelzoo Inc. (Incorporated by reference to Annex C
to the Proxy Statement and Prospectus included in this
Registration Statement)
5.1 Opinion of Bryan Cave LLP, counsel to Travelzoo Inc.
8.1 Opinion of Bryan Cave LLP regarding tax matters
10.1 Employment Agreement, dated as of April 1, 2000, between
Travelzoo Bahamas and Ralph Bartel+
10.2 Stock Option Agreement dated January 22, 2001, between Ralph
Bartel and Travelzoo Inc.+
10.3 Letter Agreement, dated October 10, 1998, between Travelzoo.com
Corporation and Silicon Channels Corporation+
10.4 Service Agreement, dated January 2, 1999, between Travelzoo.com
Corporation and Silicon Channels Corporation+
10.5 Form of Director and Officer Indemnification Agreement+
21.1 List of Subsidiaries of Travelzoo.com Corporation+
21.2 List of Subsidiaries of Travelzoo Inc.+
23.1 Consent of KPMG LLP
23.2 Consent of The Mentor Group
23.3 Consent of Bryan Cave LLP (included in Exhibit 5.1)
24.1 Power of Attorney (included on signature page)+
--------------
+ Previously filed.
BRYAN CAVE LLP
ONE METROPOLITAN SQUARE
211 N. BROADWAY, SUITE 3600
ST. LOUIS, MISSOURI 63102-2750
(314) 259-2000
FACSIMILE: (314) 259-2020
Exhibit 5.1
July 16, 2001
Board of Directors
Travelzoo Inc.
800 West El Camino Real, Suite 180
Mountain View, California 94040
Ladies and Gentlemen:
We have served as counsel to Travelzoo Inc., a Delaware corporation
(the "Company"), in connection with its Registration Statement on Form S-4, File
Number 333-55026 (the "Registration Statement") filed by the Company with the
Securities and Exchange Commission under the Securities Act of 1933, as amended.
The Registration Statement relates to 19,425,147 shares of the Company's common
stock (the "Merger Securities") to be issued in connection with the Agreement
and Plan of Merger, dated as of January 19, 2001 between the Company and
Travelzoo.com Corporation (the "Merger Agreement").
In connection herewith, we have examined and relied without independent
investigation as to matters of fact upon such certificates of public officials,
such statements and certificates of officers of the Company and originals or
copies certified to our satisfaction of the Registration Statement, the
Certificate of Incorporation and By-laws of the Company as amended and now in
effect, proceedings of the Board of Directors of the Company and such other
corporate records, documents, certificates and instruments as we have deemed
necessary or appropriate in order to enable us to render this opinion. In
rendering this opinion, we have assumed the genuineness of all signatures on all
documents examined by us, the due authority of the parties signing such
documents, the authenticity of all documents submitted to us as originals and
the conformity to the originals of all documents submitted to us as copies.
Based upon and subject to the foregoing, it is our opinion that the
Merger Securities will, upon (i) approval by the Company's stockholders of the
consummation of the transactions contemplated by the Merger Agreement, (ii)
filing of the Certificate of Merger with the Delaware Secretary of State and the
effectiveness of the Certificate of Merger, and (iii) issuance of the Merger
Securities pursuant to the Merger Agreement in exchange for the consideration
described therein, be legally issued, fully paid and non-assessable shares of
common stock of the Company.
We hereby consent to the reference to our name in the Registration
Statement under the caption "Legal Matters" and further consent to the filing of
this opinion as Exhibit 5.1 to the Registration Statement.
Very truly yours,
Bryan Cave LLP
BRYAN CAVE LLP
ONE METROPOLITAN SQUARE
211 N. BROADWAY, SUITE 3600
ST. LOUIS, MISSOURI 63102-2750
(314) 259-2000
FACSIMILE: (314) 259-2020
Exhibit 8.1
Board of Directors
Travelzoo.com, Inc.
800 West El Camino Real, Suite 180
Mountain View, CA 94040
Dear Board of Directors:
This opinion is being delivered to you in connection with the Agreement and
Plan of Merger dated as of January 19, 2001 (the "Merger Agreement"), by and
between Travelzoo.com Corporation, a Bahamas corporation ("Travelzoo Bahamas")
and Travelzoo.com, Inc., a Delaware corporation ("Travelzoo Delaware"). Unless
otherwise indicated, capitalized terms used herein shall have the meaning
ascribed to them in the Merger Agreement.
In rendering this opinion, we have reviewed copies of the Merger Agreement,
the Proxy Statement/Prospectus filed on Form S-4 (Registration No. 333-55026)
(the "Proxy Statement/Prospectus"), letters containing certain customary
representations to be executed by officers of Travelzoo Bahamas and Travelzoo
Delaware (the "Representation Letters") and such other documents as we have
deemed necessary or relevant for purposes of this opinion.
In rendering the opinion set forth herein, we have assumed (i) the
genuineness of all signatures on documents we have examined, (ii) the authority
and capacity of the individual or individuals who executed any such documents on
behalf of any person, (iii) the authenticity of all documents submitted to us as
originals, (iv) the conformity to the original documents of all documents
submitted to us as copies, (v) the accuracy and completeness of all documents
made available to us, (vi) the accuracy as to the facts of all representations,
warranties and written statements, including but not limited to the
Representation Letters and the Proxy Statement/Prospectus, (vii) the accuracy of
the facts concerning the Merger that have come to our attention during the
engagement, (viii) the Merger will be consummated in the manner described in the
Proxy Statement/Prospectus and the Merger Agreement and that all covenants
therein or contemplated thereby are or will be performed without waiver or
breach thereof, (ix) the Merger will be reported by Travelzoo Bahamas and
Travelzoo Delaware on their respective tax returns in a manner consistent with
the opinion as set forth below, and (x) any representation or statement made and
qualified with respect to "knowledge" or otherwise similarly qualified is
correct without such qualification. We have also assumed, without investigation,
that all documents, warranties and covenants relating to the Merger on which we
have relied in rendering the opinion set forth below and that were given or
dated earlier than the date of this letter continue to remain accurate, insofar
as relevant to the opinion set forth herein, from such earlier date through and
including the date of this letter.
Our opinion is expressly conditioned on, among other things, the accuracy
as of the date hereof, and the continuing accuracy, of all such facts,
information, covenants, statements and representations through and as of the
effective date of the Merger. If the assumptions referred to or set forth
herein, in the Merger Agreement, the Proxy Statement/Prospectus or in the
Representation Letters are untrue for any reason, or if the Merger is
consummated in a manner inconsistent with the manner as described in the Merger
Agreement or Proxy Statement/Prospectus, our opinion, as expressed below, may be
adversely affected and may not be relied upon.
In rendering our opinion, we have considered the applicable provisions of
the Internal Revenue Code of 1986, as amended (the "Code"), Treasury Department
regulations promulgated thereunder, interpretative rulings of the Internal
Revenue Service, pertinent judicial authorities and such other authorities as we
have considered relevant. It should be noted, however, that statutes,
regulations, judicial decisions and administrative interpretations are subject
to change at any time, possibly with retroactive effect. A change in the
authorities or the facts, information, covenants, statements, representations,
or assumptions upon which our opinion is based could affect our conclusions.
This opinion is expressed as of the date hereof, and we are under no obligation
to supplement or revise our opinion to reflect changes (including any changes
that have retroactive effect) in the applicable statutes, regulations, judicial
decisions or administrative interpretations, or any changes that would cause any
statement, representation or assumption herein to no longer be true or correct.
Based solely upon and subject to the foregoing, we are of the opinion that
the discussion contained in the Proxy Statement/Prospectus under the caption
"Certain United States Federal Income Tax Consequences," subject to the
limitations, qualifications and assumptions described therein, sets forth the
material United States federal income tax considerations applicable to the
Travelzoo Bahamas' shareholders in the Merger.
No opinion is expressed as to any transaction other than the Merger as
described in the Merger Agreement, or as to any transaction whatsoever,
including the Merger, if all of the transactions described in the Merger
Agreement are not consummated in accordance with the terms of the Merger
Agreement and without waiver of any material provision thereof.
The foregoing opinion reflects our professional judgment as to the matters
as to which it relates. Our opinion is based on, and assumes the validity of,
the Code, rules and regulations promulgated thereunder and the interpretations
thereof existing on this date. Our opinion represents judgments concerning
complex and uncertain issues, and is not binding upon any other taxing
authority. No assurance can be given that our opinion will not be challenged by
any taxing authority or that any such challenge will not be successful. Any
change in applicable law or any of the facts and circumstances described herein,
or inaccuracy in any of the assumptions on which we have relied may affect the
continuing validity of our opinion.
This opinion is being delivered solely in connection with the Proxy
Statement/Prospectus. We consent to the filing of this opinion as Exhibit 5.1 to
the Proxy Statement/Prospectus. In giving this consent, we do not admit that we
are within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules or regulations of the SEC
promulgated thereunder.
Very truly yours,
BRYAN CAVE LLP
Exhibit 23.1
Consent of Independent Auditors
The Board of Directors
Travelzoo.com Corporation:
We consent to the use of our report dated March 22, 2001 on the combined balance
sheets of Travelzoo.com Corporation and affiliate as of December 31, 1999 and
2000, and the related combined statements of operations, stockholders' equity,
and cash flows for the period from May 21, 1998 (inception) to December 31,
1998, and for each of the years in the two-year period ended December 31, 2000,
in Amendment No. 2 to the registration statement on Form S-4 of Travelzoo Inc.
filed on or about July 12, 2001, and to the reference to our firm under the
headings "Selected Combined Historical and Pro Forma Financial Data" and
"Experts" in the prospectus.
/s/ KPMG LLP
Mountain View, California
July 12, 2001
Exhibit 23.2
Consent Of Financial Advisor
The Mentor Group, Inc. hereby consents to references to and the inclusion
of our opinion dated as of June 30, 2001 in its entirety in the Prospectus and
Proxy Statement to be distributed to Travelzoo.com Corporation stockholders in
connection with the merger of Travelzoo.com Corporation and Travelzoo Inc.
July 16, 2001
The Mentor Group, Inc.
/s/ Davis R. Blaine
Chairman
