EXHIBIT 8.2
SIDLEY & AUSTIN
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
DALLAS ONE FIRST NATIONAL PLAZA
------ XXXXXXX, XXXXXXXX 00000
LOS ANGELES TELEPHONE 000 000 0000
------ FACSIMILE 312 853 7036
NEW YORK FOUNDED 0000
XXXXXX XXXXXXXXXX, X.X.
------ ------
LOS ANGELES LONDON
------ ------
NEW YORK SINGAPORE
------
TOKYO
May 4, 1999
St. Xxxxxx Light & Power Company
000 Xxxxxxx Xxxxxx
X.X. Xxx 000
Xx. Xxxxxx, Xxxxxxxx 00000-0000
Ladies and Gentlemen:
We refer to the Agreement and Plan of Merger (the "Agreement") dated as of
March 4, 1999 between UtiliCorp United Inc., a Delaware corporation ("UCU"), and
St. Xxxxxx Light & Power Company, a Missouri corporation (the "Company"), which
provides for the merger (the "Merger") of the Company with and into UCU, with
UCU as the surviving corporation (the "Surviving Corporation"), and the common
stockholders of the Company becoming stockholders of UCU, all on the terms and
conditions therein set forth, the time at which the Merger becomes effective
being hereinafter referred to as the "Effective Time." Capitalized terms used
but not defined herein have the meanings specified in the Agreement.
As provided in the Agreement, at the Effective Time, by reason of the
Merger: (i) each issued and outstanding share of common stock, without par
value, of the Company ("Company Common Stock") (other than shares of Company
Common Stock to be canceled as described below and other than Dissenting Shares)
shall be converted into the right to receive the number of shares of duly
authorized, validly issued, fully paid and nonassessable shares of common stock,
par value $1.00 per share, of UCU ("UCU Common Stock") determined by dividing
$23.00 by the Average UCU Share Price, with cash paid in lieu of fractional
shares of UCU Common Stock, and (ii) each share of Company Common Stock that is
owned by the Company as treasury stock and each share of Company Common Stock
that is owned by UCU or any of its wholly owned Subsidiaries shall be canceled
and retired and shall cease to exist and no shares of UCU Common Stock or other
consideration shall be delivered in exchange therefor. The Rights Agreement will
be terminated or the Rights will be redeemed prior to the Effective Time. All
such shares of Company Common Stock, when so converted, shall no longer be
outstanding and shall automatically be canceled and retired and shall cease to
exist, and each holder of a certificate representing any such shares shall cease
to have any rights with respect thereto, except the right to receive (i)
certificates representing the number of whole shares of UCU Common Stock into
which such shares have been converted, (ii) certain dividends and other
distributions and (iii) cash in lieu of a fractional share of UCU Common Stock.
The Merger and the Agreement are more fully described in UCU's Registration
Statement on Form S-4 (the "Registration Statement") relating to the
registration of shares of UCU Common Stock, which has been filed by UCU with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended. The Registration Statement includes the Proxy Statement/Prospectus (the
"Prospectus") of UCU and the Company.
In rendering the opinions expressed below, we have relied upon the accuracy
of the facts, information and representations and the completeness of the
covenants contained in the Agreement, the Registration Statement, the Prospectus
and such other documents as we have deemed relevant and necessary (including,
without limitation, those described above). Such opinions are conditioned, among
St. Xxxxxx Light & Power Company
May 4, 1999
Page 2
other things, not only upon such accuracy and completeness as of the date
hereof, but also the continuing accuracy and completeness thereof as of the
Effective Time. Moreover, we have assumed the absence of any change to any of
such instruments between the date thereof and the Effective Time.
We have assumed the authenticity of all documents submitted to us as
originals, the genuineness of all signatures, the legal capacity of all natural
persons and the conformity with original documents of all copies submitted to us
for our examination. We have further assumed that: (i) the transactions related
to the Merger or contemplated by the Agreement will be consummated (A) in
accordance with the Agreement and (B) as described in the Prospectus; (ii) the
Merger will qualify as a statutory merger under the laws of the State of
Missouri; and (iii) as of the date hereof, and as of the Effective Time (as if
made as of the Effective Time), the written statements made by executives of UCU
and the Company contained in the UCU Tax Certificate and the Company Tax
Certificate, respectively, each dated on or about the date hereof, are and will
be accurate in all respects, and neither UCU nor the Company will have provided
written notification prior to the Effective Time that a statement made in the
UCU Tax Certificate or the Company Tax Certificate, respectively, is no longer
accurate.
In rendering the opinions expressed below, we have considered the applicable
provisions of the Internal Revenue Code of 1986, as amended (the "Code"),
Regulations promulgated thereunder by the United States Treasury Department (the
"Regulations"), pertinent judicial authorities, rulings and interpretations of
the Internal Revenue Service and such other authorities as we have considered
relevant. It should be noted that the Code, the Regulations and such judicial
decisions, rulings, administrative interpretations and other authorities are
subject to change at any time and, in some circumstances, with retroactive
effect; and any such change could affect the opinions stated herein.
Furthermore, the opinions expressed below might not be applicable to Company
shareholders who, for United States federal income tax purposes, are nonresident
alien individuals, foreign corporations, foreign partnerships, foreign trusts or
foreign estates, or who acquired their Company Common Stock pursuant to the
exercise of employee stock options or otherwise as compensation.
Based upon and subject to the foregoing, it is our opinion, as counsel for
the Company, that the Merger will be treated for federal income tax purposes as
a reorganization within the meaning of Section 368(a) of the Code.
In addition, reference is made to the statements in the Prospectus under the
caption "The Merger - Federal Income Tax Consequences," which have been prepared
or reviewed by us. It is our opinion that the statements made under the caption
"The Merger-Federal Income Tax Consequences," to the extent constituting a
discussion of matters of federal income tax law or legal conclusions with
respect thereto, are true and correct in all material respects.
Except as expressly set forth in the preceding two paragraphs, you have not
requested, and we do not herein express, any opinion concerning the tax
consequences of, or any other matters related to, the Merger.
We assume no obligation to update or supplement this letter to reflect any
facts or circumstances which may hereafter come to our attention with respect to
the opinions expressed above, including any changes in applicable law which may
hereafter occur.
This opinion is provided to you only, and without our prior consent, may not
be relied upon, used, circulated, quoted or otherwise referred to in any manner
by any person, firm, governmental authority or entity whatsoever other than
reliance thereon by you. Notwithstanding the foregoing, we hereby consent to the
reference to Sidley & Austin in the Prospectus and to the filing of this opinion
as an exhibit to the Registration Statement.
Very truly yours,
/s/ SIDLEY & XXXXXX
Xxxxxx & Xxxxxx
