EXHIBIT 8.1
XXXXXXXX & XXXXX
PARTNERSHIPS INCLUDING PROFESSIONAL CORPORATIONS
Citicorp Center
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
000 000-0000
Facsimile:
212 446-4900
November 25, 1998
Xxxxxxx Xxxxx Xxxxxx, L.P.
0000 Xxxx Xxxxxx Xxxx
Xxxx Xxxxxxx, Xxxxxxxxxxxx 00000
Re: Offer by Xxxxxxx Xxxxx Xxxxxx, L.P. and Xxxxxxx Xxxxx Capital Corporation
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to Exchange their Series B 10 3/8% Senior Notes due 2008 for any and all
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their Series A 10 3/8% Senior Notes due 2008
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We have acted as special counsel to Xxxxxxx Xxxxx Xxxxxx, L.P.
(the "Company") and Xxxxxxx Xxxxx Capital Corporation ("AC Capital Corp." and,
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together with the Company, the "Issuers") in connection with their offer (the
"Exchange Offer") to Exchange their Series B 10 3/8% Senior Notes
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due 2008 (the "Exchange Notes") for any and all of their Series A 10 3/8%
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Notes due 2008 (the "Notes")
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You have requested our opinion as to certain United States federal income tax
consequences of the Exchange Offer. In preparing our opinion, we have reviewed
and relied upon the Company's Registration Statement on Form S-4, filed with the
Securities and Exchange Commission (the "Commission") on September 30, 1998
(such Registration Statement, as amended or supplemented, is hereinafter
referred to as the "Registration Statement"), and such other documents as we
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deemed necessary.
