Form of Opinion of Felesky Flynn LLP] [Felesky Flynn LLP Letterhead]
Exhibit 8.2
[Form of Opinion of Xxxxxxx Xxxxx LLP]
[Felesky Xxxxx LLP Letterhead]
[ ], 2008
Dear Sirs/Mesdames:
Agreement and Plan of Merger, dated August 24, 2008, by and among Grey Wolf, Inc., Precision
Drilling Trust, Precision Drilling Corporation and Precision Lobos Corporation.
We have acted as Canadian tax counsel to Precision Drilling Trust,
an Alberta unincorporated open-ended investment trust (“Precision”), in connection with the Registration Statement on Form F-4 (the “Registration
Statement”) (Registration No. [ ]- ) filed by Precision with the Securities and Exchange
Commission (the “Commission”) under the Securities Act of 1933, as amended, relating to the merger
(the “Merger”) contemplated by the Agreement and Plan of Merger, dated as of August 24, 2008
(including the exhibits thereto, the “Merger Agreement”) by and among Precision, Grey Wolf, Inc., a Texas corporation (“Grey Wolf”), Precision
Drilling Corporation, an Alberta corporation and a direct, wholly-owned subsidiary of Precision
(“PDC”), and Precision Lobos Corporation, a Texas corporation and a direct wholly-owned subsidiary
of Precision (“Precision Merger Sub”). This opinion is being delivered in connection with the
Registration Statement, to which this opinion appears as an exhibit.
We have examined the Merger Agreement and the Registration Statement. In addition, we have examined
and relied as to matters of fact upon originals or copies, certified or otherwise identified to our
satisfaction, of such corporate records, agreements, documents and other instruments and made such
other inquiries as we have considered necessary or relevant for the purposes of this opinion. In
such examination, with respect to all documents examined by us, we have assumed the genuineness of
all signatures, the legal capacity of natural persons, the authenticity of all documents submitted
to us as originals, the conformity to authentic original documents of all documents submitted to us
as duplicates, certified, conformed, telecopied or photostatic copies, and the authenticity of the
originals of such latter documents. We have not, however, undertaken any independent investigation
of any factual matter set forth in any of the foregoing.
In giving this opinion, we have assumed, with your permission, that (i) the Merger will be effected
in accordance with the Merger Agreement, (ii) the statements concerning the Merger set forth in the
Merger Agreement and the Registration Statement are true, complete and correct and will remain
true, complete and correct at all times up to and including the effective time of the Merger, and
(iii) any representations made in the Merger Agreement “to the knowledge of” or based on the belief
of Precision, PDC, Precision Merger Sub, or Grey Wolf or similarly qualified are true, complete and
correct and will remain true, complete and correct at all times up to and including the effective
time of the Merger, in each case without such qualification. We have also assumed that the parties
have complied with and, if applicable, will continue to comply with, the covenants contained in the
Merger Agreement.
Our opinion is based on the Income Tax Act (Canada), as amended (the “ITA”), and the regulations
under the ITA, all specific proposals to amend the ITA and the regulations publicly announced by or
on behalf of the Minister of Finance prior to the date of this opinion and the administrative and
assessing practices of
the Canada Revenue Agency published in writing prior to the date hereof. If there is any subsequent
change in such law, regulations, proposals or practices or if there are subsequently any new
applicable administrative or assessing practices, this opinion may become inapplicable.
Based and relying upon the foregoing and subject to the qualifications, assumptions and limitations
stated herein, we are of the opinion that the discussion contained in the Registration Statement
under the caption “The Merger—Material Canadian Federal Income Tax Consequences of the Merger and of Owning Precision Trust Units”
constitutes, in all material respects, an accurate summary of the Canadian federal income tax
matters described therein subject to the qualifications, assumptions and limitations stated
therein.
We express our opinion herein only as to those matters of Canadian federal income taxation
specifically set forth under the caption “The Merger—Material Canadian Federal Income Tax
Consequences of the Merger and of Owning Precision Trust Units” in the Registration Statement and no opinion should be inferred as to
the tax consequences of the Merger under any provincial, state, local or foreign law, or with
respect to any other areas of Canadian federal taxation.
This opinion is based upon and limited to the laws of Canada.
We hereby consent to the filing of this opinion as Exhibit 8.2 to the Registration Statement and to
the references to our firm name therein.
Yours very truly,
