Common use of Opinion of Special Tax Counsel for Virginia BCBS Clause in Contracts

Opinion of Special Tax Counsel for Virginia BCBS. Virginia BCBS shall have received an opinion of McGuire, Woods, Battle & Xxxxxx, L.L.P., special tax counsel for Virginia BCBS, in form and substance satisfactory to counsel for the International Managers, to the effect that the summary of federal income tax consequences provided to Eligible Members in the Member Information Statement dated August 2, 1996 remains accurate under the applicable federal income tax law and other authorities in effect on the Effective Date, except for any developments between the mailing date thereof and the Effective Date that are specifically identified in such opinion, provided that (i) in the opinion of such counsel, the principal federal income tax consequences to Eligible Members and to Virginia BCBS of such developments were anticipated and accurately described in all material respects in such Member Information Statement, (ii) Virginia BCBS has determined that the principal federal income tax consequences of such developments are not materially adverse to the interests of the Eligible Members or Virginia BCBS, or (iii) such developments are not described in (i) or (ii) but have been described in a subsequent communication approved by the Virginia Bureau of Insurance and distributed to the Eligible Members and, in the opinion of counsel, any further Member vote that is required has been obtained.

Opinion of Special Tax Counsel for Virginia BCBS. Virginia BCBS shall have received an opinion of McGuire, Woods, Battle & XxxxxxBoothe, L.L.P., special tax counsel cxxxxxx for Virginia BCBS, in form and substance satisfactory to counsel for the International ManagersU.S. Underwriters, to the effect that the summary of federal income tax consequences provided to Eligible Members in the Member Information Statement dated August 2, 1996 remains accurate under the applicable federal income tax law and other authorities in effect on the Effective Date, except for any developments between the mailing date thereof and the Effective Date that are specifically identified in such opinion, provided that (i) in the opinion of such counsel, the principal federal income tax consequences to Eligible Members and to Virginia BCBS of such developments were anticipated and accurately described in all material respects in such Member Information Statement, (ii) Virginia BCBS has determined that the principal federal income tax consequences of such developments are not materially adverse to the interests of the Eligible Members or Virginia BCBS, or (iii) such developments are not described in (i) or (ii) but have been described in a subsequent communication approved by the Virginia Bureau of Insurance and distributed to the Eligible Members and, in the opinion of counsel, any further Member vote that is required has been obtained.

Opinion of Special Tax Counsel for Virginia BCBS. Virginia BCBS shall have received an opinion of McGuire, Woods, Battle & Xxxxxx, L.L.P., special tax counsel for Virginia BCBS, in form and substance satisfactory to counsel for the International ManagersU.S. Underwriters, to the effect that the summary of federal income tax consequences provided to Eligible Members in the Member Information Statement dated August 2, 1996 remains accurate under the applicable federal income tax law and other authorities in effect on the Effective Date, except for any developments between the mailing date thereof and the Effective Date that are specifically identified in such opinion, provided that (i) in the opinion of such counsel, the principal federal income tax consequences to Eligible Members and to Virginia BCBS of such developments were anticipated and accurately described in all material respects in such Member Information Statement, (ii) Virginia BCBS has determined that the principal federal income tax consequences of such developments are not materially adverse to the interests of the Eligible Members or Virginia BCBS, or (iii) such developments are not described in (i) or (ii) but have been described in a subsequent communication approved by the Virginia Bureau of Insurance and distributed to the Eligible Members and, in the opinion of counsel, any further Member vote that is required has been obtained.