1
EXHIBIT 8.2
December 13, 1996
Republic Industries, Inc.
RI/AR Merger Corp.
000 Xxxx Xxx Xxxx Xxxxxxxxx, Xxxxx 0000
Xxxx Xxxxxxxxxx, Xxxxxxx 00000
Re: Agreement and Plan of Merger By and Among Republic
Industries, Inc., RI/AR Merger Corp. and
Xxxxxxxxx Resources, Inc.
Dear Sirs:
You have requested our opinion concerning certain federal income tax
issues relating to the Agreement and Plan of Merger, dated as of June 25, 1996
(the "Merger Agreement"), by and among Republic Industries, Inc., a Delaware
corporation ("Republic"), RI/AR Merger Corp., a Delaware corporation and wholly
owned subsidiary of Republic ("Mergersub"), and Xxxxxxxxx Resources, Inc., a
Delaware corporation (the "Company"). Capitalized terms not otherwise defined
in this letter shall have the same meanings as those terms in the Merger
Agreement. In rendering the opinion we have examined (i) the Merger Agreement;
(ii) the representation letters from Republic and Company, forms of which are
attached; and (iii) such other documents as we have deemed necessary or
appropriate in order to render the requested opinion.
In connection with such examination we have assumed (1) the
authenticity of all documents, agreements and instruments which we have
reviewed; (2) that the documents reviewed in connection with rendering the
opinion are complete and accurate and will be complete and accurate as of the
effective date of the Merger; (3) that the Merger will be effective under
applicable state laws; and (4) the Merger Agreement accurately completely
describes the terms of the Merger. In rendering our opinion, we have not
undertaken independent investigation of the accuracy of any assumptions stated
herein, the veracity of written statements as to factual matters upon which we
have relied or the authenticity of documents.
Our opinion is based on the Internal Revenue Code of 1986, as amended
(the "Code"), Treasury Regulations promulgated under the Code, published
Revenue Rulings, published Revenue Procedures and existing judicial and
administrative decisions, all as of the date of this letter. All of the
foregoing is subject to change and any such change (which could be retroactive)
could affect the opinion contained in this letter.
2
Republic Industries, Inc.
Page 2
The opinion is our legal judgment as to certain of the federal income
tax consequences of the proposed Merger. Our opinion is not binding on the
Internal Revenue Service and the Internal Revenue Service may reach a different
conclusion, which conclusion could be sustained by a court if litigated. The
opinion is limited to the specific conclusions reached in the opinion and does
not purport to reach any other conclusions, such as the future use of tax
attributes of the parties, tax consequences to holders of Company common shares
who hold such shares as other than capital assets, and similar issues. The
opinion does xxx xxxxxxx xxxxxxx, xxxxx, xxxxx, xxxxxx or other potential tax
consequences of the Merger.
On the basis of the foregoing, we are of the opinion that for federal
income tax purposes the Merger will constitute a tax-free reorganization under
Section 368(a) of the Code and Republic, the Company and Mergersub will each be
a party to the reorganization within the meaning of Section 368(b) of the Code.
Except as set forth above, we express no opinion as to the tax
consequences to any party, whether federal, state, local or foreign, or of any
transaction related to the Merger contemplated by the Merger Agreement.
We hereby consent to the filing of this opinion as an Exhibit to
Republic's Registration Statement on Form S-4, which includes the Solicitation
Statement/Prospectus dated December 13, 1996 describing the Merger, and
to the reference to the firm under the caption "THE MERGER--Certain Federal
Income Tax Consequences" and under the caption "Legal Matters" in the
Solicitation Statement/Prospectus which is part of the Registration Statement.
Yours very truly,
Akerman, Senterfitt & Xxxxxx, P.A.
