EXHIBIT 8
Xxxxx, Xxxxxxxx & Xxxxxx, Chartered
0000 Xxxxxxxxxxxx Xxxxxx, X.X.
Suite 600
Washington, DC 20006-4704
May 1, 1997
Xxxxxxx Xxxxx & Co.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
X.X. Xxxxxx & Co.
X.X. Xxxxxx Securities Inc.
Xxxxxx Xxxxxxx & Co. Incorporated
as the several Initial Purchasers
c/x Xxxxxxx Xxxxx & Co.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
North Tower
World Financial Center
New York, New York 10281-1209
Xerox Corporation
000 Xxxx Xxxxx Xxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Ladies and Gentlemen:
We have acted as special tax counsel for Xerox Corporation, a New York
corporation (the "Company"), and Xerox Capital Trust I, a statutory business
trust organized under the Business Trust Act of the State of Delaware (Chapter
38, Title 12 of the Delaware Code, 12 Del. C. (S)(S) 3801, et seq.) (the
"Trust"), in connection with the preparation and filing under the Securities Act
of 1933, as amended (the "Securities Act"), of the Registration Statement on
Form S-4 (the "Registration Statement") relating to the proposed offer to
exchange up to $650,000,000 aggregate Liquidation Amount of the Trust's 8%
Exchange Capital Securities (the "Exchange Capital Securities") for a like
Liquidation Amount of its outstanding 8% Capital Securities (the "Original
Capital Securities"), of which $650,000,000 aggregate Liquidation Amount are
issued and outstanding. The Exchange Capital Securities will be guaranteed (the
"Exchange Guarantee") by the Company with respect to the payment of
distributions and payments upon liquidation, redemption and otherwise to the
extent set forth in the Prospectus (the "Prospectus") filed as part of the
Registration Statement.
In connection with the offer to exchange the Exchange Securities for
the Original Capital Securities, the Company will also offer to exchange
$650,000,000 aggregate principal amount of its 8% Exchange Junior Subordinated
Deferrable Interest Debentures due February 1, 2027 (the "Exchange Junior
Subordinated Debentures") for a like
May 1, 1997 Page 2
aggregate principal amount of its 8% Junior Subordinated Deferrable Interest
Debentures due February 1, 2027 (the "Original Junior Subordinated Debentures"),
which were purchased by the Trust with the proceeds of the issuance of the
Original Capital Securities. Like the Exchange Capital Securities, the Exchange
Guarantee and the Exchange Junior Subordinated Debentures will be registered
under the Securities Act.
Capitalized Terms used but not defined herein have the definitions
assigned them in the Prospectus.
It is our opinion that if the offer and sale of the Exchange Capital
Securities are conducted in the manner described in the Prospectus and if the
terms of Exchange Capital Securities are as contemplated by the Prospectus, then
the statements under the caption "Certain Federal Income Tax Consequences" in
the Prospectus correctly describe certain United States Federal income tax
consequences resulting from the purchase, ownership and disposition of the
Exchange Capital Securities by an initial holder thereof subject to United
States income taxation, based upon current law.
Except as set forth above, we express no opinion to any party as to the
tax consequences, whether federal, state, local or foreign, of the issuance of
the Exchange Capital Securities or of any transactions related to or
contemplated by such issuance. This opinion is solely for your benefit. This
opinion is expressed as of the date hereof unless otherwise expressly stated and
we disclaim any undertaking to advise you of any subsequent changes of the facts
stated or assumed herein or any subsequent changes in applicable law.
Very truly yours,
XXXXX, XXXXXXXX & XXXXXX, CHARTERED
By: /s/ Xxxxx X. Xxxx
----------------------------
Xxxxx X. Xxxx
