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Exhibit 8.1
[date]
The Geon Company
Xxx Xxxx Xxxxxx
Xxxx Xxxx, Xxxx 00000-0122
Re: Consolidation of The Geon Company, M.A. Xxxxx Company and
Consolidation Corp.
Gentlemen:
You have requested our opinion in connection with the transaction contemplated
in the Agreement and Plan of Consolidation (the "Consolidation Agreement"),
dated May 7, 2000, between The Geon Company, a Delaware corporation ("Geon"),
and M.A. Xxxxx Company, a Delaware corporation ("Xxxxx"), pursuant to which
Geon, Hanna, and a third corporation ("Consolidation Corp."), an Ohio
corporation, will consolidate (the "Consolidation") to form a resulting
corporation ("Resulting Corporation"), an Ohio corporation. At the Effective
Time of the Consolidation, (i) each issued and outstanding share of Geon Common
Stock, by virtue of the Consolidation and without any action on the part of the
holder thereof, will be converted into the right to receive two fully paid and
nonassessable Resulting Corporation Shares as provided in Section 2.1(c) of the
Consolidation Agreement and (ii) each issued and outstanding share of Xxxxx
Common Stock, by virtue of the Consolidation and without any action on the part
of the holder thereof, will be converted into the right to receive one fully
paid and nonassessable Resulting Corporation Share as provided in Section 2.1(b)
of the Consolidation Agreement.
This opinion is being furnished pursuant to Section 6.3(c) of the Consolidation
Agreement. All capitalized terms herein, unless otherwise specified, have the
meanings assigned thereto in the Consolidation Agreement.
Our opinions set forth herein are based on the facts and terms set forth in the
Consolidation Agreement, including the exhibits and schedules thereto,
representations of Geon and Xxxxx set forth in the Tax Certificates certified by
their respective officers, the Joint Proxy Statement sent to Xxxxx'x and Geon's
stockholders, and certain other documents related to the Consolidation
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Agreement, the Tax Certificates or the Joint Proxy Statement. We have also
assumed, without independent verification or investigation, that (i) we have
been provided with true, correct, and complete copies of all such documents,
(ii) none of such documents has been amended or modified, (iii) none of the
conditions of the Consolidation Agreement have been waived, (iv) any
representation or statement made "to the best knowledge" or similarly qualified
is correct without such qualification, (v) the representations and warranties of
Geon set forth in the Consolidation Agreement are true, correct and complete,
(vi) the documents reviewed by us reflect the entire agreement of the parties
thereto with respect to the subject matter thereof, and (vii) the Consolidation
will be consummated in accordance with the terms and conditions of the
Consolidation Agreement. Finally, we have assumed that the facts and
representations set forth in the above-referenced documents are true on the date
of this opinion. This opinion cannot be relied on if any of the material facts
referred to in this letter are, or later become, materially inaccurate.
Our opinions set forth herein are based on the Internal Revenue Code of 1986, as
amended (the "Code"), Treasury Regulations issued under the Code, and
administrative rulings and court decisions in effect as of the date of this
opinion, all of which are subject to change at any time, possibly with
retroactive effect. None of our opinions are binding on the IRS or the courts,
and no private ruling regarding the Consolidation has been or will be requested
from the IRS.
Based solely upon the foregoing and upon the assumptions set forth herein, and
subject to the qualifications and caveats set forth herein, we are of the
opinion that, under present law, for United States federal income tax purposes:
1. The Consolidation will constitute a reorganization within the
meaning of Section 368(a)(1)(A) of the Code.
2. Geon, Hanna, Consolidation Corp., and Resulting Corporation will
each be a party to such reorganization within the meaning of Section 368(b) of
the Code.
3. None of Geon, Hanna, Consolidation Corp., or Resulting Corporation
will recognize any gain or loss for United States federal income tax purposes as
a result of the Consolidation.
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4. No stockholder of Geon will recognize any gain or loss for United
States federal income tax purposes as a result of exchanging his shares of Geon
Common Stock for Resulting Corporation Shares upon the Consolidation.
This opinion does not relate to or purport to cover any matters other than the
ones expressly stated herein. The opinion expressed herein is limited to the
consequences on the Consolidation under current United States federal income tax
law as described herein and as of the date of this opinion letter. No opinion is
expressed with respect to state, local or other tax laws, nor with respect to
the treatment of shares received as a result of the exercise of employee stock
options. We assume no obligation to revise or supplement this opinion should the
present United States federal income tax laws be changed by any legislation,
judicial decisions, or otherwise.
Our opinion is intended solely for the benefit of Geon and the Geon
stockholders, and may not be relied upon for any other purpose or by any other
person or entity or made available to any other person or entity without our
prior written consent, except that our opinion may be referred to and reproduced
as an exhibit to the Registration Statement to be filed with the Securities and
Exchange Commission regarding the Consolidation.
Very truly yours,
