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Exhibit 8.1
[LETTERHEAD OF SIDLEY & XXXXXX]
November 14, 1997
Wausau Paper Xxxxx Company
One Xxxxx'x Island
Wausau, Wisconsin 54402
Re: Certain Federal Income Tax Aspects of the Merger of a Wholly-Owned
Subsidiary of Wausau Paper Xxxxx Company into Mosinee Paper
Corporation
Ladies and Gentlemen:
We refer to the Agreement and Plan of Merger dated as of August 24,
1997 (the "Merger Agreement") among Wausau Paper Xxxxx Company, a Wisconsin
Corporation ("Parent"), WPM Holdings, Inc., a Wisconsin corporation and a
direct, wholly-owned subsidiary of Parent ("Merger Sub"), and Mosinee Paper
Corporation, a Wisconsin corporation ("Company"), which provides for the merger
(the "Merger") of Merger Sub with and into the Company 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 Merger Agreement.
As provided in the Merger Agreement, at the Effective Time, by reason of
the Merger: (i) each share of Company Common Stock issued and outstanding
immediately prior to the Effective Time (other than treasury shares or shares
owned by Parent or its wholly-owned subsidiaries which will be canceled) will be
automatically converted into 1.4 shares of Parent Common Stock, (ii) shares of
Company Common Stock will no longer be outstanding and will be canceled and
retired automatically and will cease to exist, and (iii) each certificate
previously representing such shares of Company Common Stock will thereafter
represent only the right to receive a certificate representing shares of Parent
Common Stock into which such shares of Company Common Stock were converted in
the Merger. Cash will be paid in lieu of fractional shares of Parent Common
Stock.
The Merger and the Merger Agreement are more fully described in
Parent's Registration Statement on Form S-4 (the "Registration Statement")
relating to the registration of shares of Parent Common Stock to which this
opinion is an exhibit, which is being filed by Parent with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended, and
copies of which
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[LETTERHEAD OF SIDLEY & AUSTIN]
Wausau Paper Xxxxx Company
November 14, 1997
Page 2
have been provided to us. The Registration Statement includes the Proxy
Statement/Prospectus (the "Prospectus") of Parent and Company. In addition, we
have been furnished with tax certificates executed by officers of Parent and
Company (the "Tax Certificates").
In rendering the opinions expressed below, we have relied upon the
accuracy and completeness of the facts, information and representations, and
the covenants contained in the Merger Agreement, the Prospectus and such other
documents as we have deemed relevant and necessary. Such opinions are
conditioned upon, among other things, the accuracy and completeness thereof as
of the date hereof, and as of the Effective Time. Moreover, we have assumed the
absence of any change to any of such instruments between the date hereof 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 Merger Agreement will be
consummated (A) in accordance with the Merger Agreement and (B) as described in
the Prospectus; (ii) the Merger will qualify as a statutory merger under the
laws of the State of Wisconsin; 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 officers of Parent and Company contained in the Tax Certificates (the
accuracy of which in no case have we investigated or verified) will be accurate
in all respects.
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 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, 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.
Based upon and subject to the foregoing, it is our opinion, as special
counsel for Parent, that:
(i) the Merger will constitute a "reorganization" within the
meaning of Section 368(a) of the Code, and Company, Merger Sub and
Parent will each be a party to that reorganization within the meaning of
Section 368(b) of the Code;
(ii) no gain or loss will be recognized by Parent, Merger Sub or
Company as a result of the Merger;
(iii) no gain or loss will be recognized by the shareholders of
Company who exchange their shares of Company Common Stock solely for
shares of Parent
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[LETTERHEAD OF SIDLEY & AUSTIN]
Wausau Paper Xxxxx Company
November 14, 1997
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Common Stock (except with respect to cash, if any, received in lieu of
fractional shares of Company Common Stock) as a result of the Merger;
(iv) the aggregate tax basis of the shares of Parent Common
Stock received in exchange for shares of Company Common Stock pursuant
to the Merger (including a fractional share of Parent Common Stock
for which cash is paid) will be the same as the aggregate tax basis of
such shares of Company Common Stock;
(v) the holding period for shares of Parent Common Stock
received in exchange for shares of Company Common Stock pursuant to the
Merger will include the holder's holding period for such shares of
Company Common Stock, provided such shares of Company Common Stock
were held as capital assets by the holder at the Effective Time; and
(vi) a stockholder of Company who receives cash in lieu of a
fractional share of Parent Common Stock will recognize gain or loss
equal to the difference, if any, between such stockholder's basis in
the fractional share (determined under clause (iv) above) and the
amount of cash received.
Based solely upon and subject to the foregoing, it is also our opinion
that the statements under the caption "Certain Federal Income Tax Consequences"
in the Prospectus, to the extent that they constitute matters of law or legal
conclusions, are correct in all material respects and address all material
federal income tax consequences of the Merger to the shareholders of the
Company.
Except as expressly set forth in paragraphs (i) through (vi),
inclusive, and in the preceding paragraph, 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.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to our firm and this opinion in
the Joint Proxy Statement/Prospectus included as part of the Registration
Statement.
Very truly yours,
/s/ Xxxxxx & Austin
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