Exhibit 8.1
[LETTERHEAD OF SHEARMAN & STERLING]
June 5, 1998
USA Waste Services, Inc.
0000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Agreement and Plan of Merger among USA Waste Services, Inc.,
Dome Merger Subsidiary, Inc. and Waste Management Inc.,
dated as of March 10, 1998
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Ladies and Gentlemen:
You have requested our opinion as to certain United States federal
income tax consequences of the merger (the "Merger") of Dome Merger
Subsidiary, Inc. ("Merger Sub"), a Delaware corporation and a wholly-owned
subsidiary of USA Waste Services, Inc. ("Parent"), a Delaware corporation,
with and into Waste Management, Inc. (the "Company"), a Delaware corporation.
The Merger is being consummated pursuant to the Agreement and Plan of Merger
among Parent, Merger Sub and the Company dated as of March 10, 1998 (the
"Merger Agreement"). Unless otherwise defined, capitalized terms used herein
have the meanings assigned to them in the Merger Agreement.
In connection with rendering our opinion, we have reviewed the Merger
Agreement, including the Exhibits thereto, the Joint Proxy Statement and
Prospectus prepared with respect to the Merger (the "Joint Proxy/Prospectus")
and such other documents and corporate records as we have deemed necessary or
appropriate as a basis therefor. We have assumed that the representations and
warranties contained in the Merger Agreement were true, correct and complete
when made and will continue to be true, correct and complete through the
Effective Time, and that the parties have complied with and, where applicable,
will continue to comply with the covenants contained in the Merger Agreement.
We also have assumed that statements as to factual matters contained in the
Joint Proxy/Prospectus are true, correct and complete, and will continue to be
true, correct and complete through the Effective Time. Finally, we have
relied on the representations made by Parent and the Company in letters to
us dated June 4, 1998, and have assumed that such representations will
continue to be true, correct and complete through the Effective Time.
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Based upon the foregoing, in reliance thereon and subject thereto, and
based upon the Internal Revenue Code of 1986, as amended (the "Code"), the
Treasury Regulations promulgated thereunder, judicial decisions, revenue
rulings and revenue procedures of the Internal Revenue Service, and other
administrative pronouncements, all as in effect on the date hereof, and
assuming that the Merger and related transactions will be consummated in
accordance with the terms of the Merger Agreement, it is our opinion that:
1. The Merger Agreement will qualify as a reorganization within the
meaning of Section 368(a) of the Code for United States federal income tax
purposes, and each of Parent, Merger Sub and the Company will be party to the
reorganization within the meaning of Section 368(b) of the Code.
2. No gain or loss will be recognized for United States federal
income tax purposes by Parent, Merger Sub or the Company as a result of the
Merger.
3. No gain or loss will be recognized for United States federal
income tax purposes by the stockholders of the Company on their exchange of
Company Common Stock solely for Parent Common Stock (except that gain, if
any, will be recognized to the extent of cash received in lieu of a
fractional share interest).
No opinion is expressed as to any matter not specifically addressed
above, including the accuracy of the representations or reasonableness of
the assumptions relied upon by us in rendering the opinion set forth above.
Our opinion is based on current United States federal income tax law and
administrative practice, and we do not undertake to advise you as to any
future changes in such law or practice that may affect our opinion unless we
are specifically retained to do so.
We hereby consent to the filing with the Securities and Exchange
Commission of this opinion as an exhibit to the Registration Statement on
Form S-4 of Parent, of which the Joint Proxy/Prospectus is a part, and to the
use of our name in the sections entitled "The Merger--Certain Federal Income
Tax Consequences" and "Legal Matters" in the Joint Proxy/Prospectus.
Very truly yours,
/s/ Shearman & Sterling