S I D L E Y & A U S T I N
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
Dallas Bank One Plaza Hong Kong
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Los Angeles 00 X. Xxxxxxxx Xxxxxx Xxxxxx
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New York Xxxxxxx, Xxxxxxxx 00000 Shanghai
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Washington, D.C. Telephone 000 000 0000 Singapore
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Facsimile 312 853 7036 Tokyo
Founded 1866
June 27, 2000
Concord EFS, Inc.
0000 Xxxxxxx Xxxx Xxxxx
Xxxxx 000
Xxxxxxx, XX 00000
Ladies and Gentlemen:
We refer to the Agreement and Plan of Merger dated as of April 12,
2000 (the "Agreement") among Cash Station, Inc., a Delaware corporation (the
"Company"), Concord EFS, Inc., a Delaware corporation ("Parent"), and SWCI
Acquisition Corp., a Delaware corporation and a direct, wholly owned subsidiary
of Parent ("Merger Sub"), 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 Agreement.
As provided in the Agreement, at the Effective Time, by reason of the
Merger: (i) each issued and outstanding share of the common stock, par value
$.01 per share, of the Company (a "Share" or, collectively, the "Shares"), not
owned directly or indirectly by Parent or the Company, will be converted into,
and become exchangeable for, 2.6982 validly issued, fully paid and nonassessable
shares (subject to certain adjustments described in the Agreement) of the common
stock, par value $0.33 1/3 per share, of Parent ("Parent Common Stock"), with
cash paid in lieu of a fractional share of Parent Common Stock; (ii) each Share
that is held in the treasury of the Company will be canceled and no capital
stock of Parent or other consideration will be delivered in exchange therefor;
and (iii) each share of common stock, par value $.01 per share, of Merger Sub
issued and outstanding immediately prior to the Effective Time will be converted
into one validly issued, fully paid and nonassessable share of the common stock,
par value $.01 per share, of the Surviving Corporation.
The Merger and the Agreement are more fully described in the Parent's
registration statement on Form S-4 (the "Registration Statement") relating to
the registration of shares of Parent Common Stock, which has been filed by
Parent with the Securities and Exchange Commission (the "SEC") pursuant to the
Securities Act of 1933, as amended. The
Sidley & Austin Chicago
Concord EFS, Inc.
June 27, 2000
Page 2
Registration Statement includes the Proxy Statement and Prospectus (the
"Prospectus") of the Company.
You have requested our opinion concerning certain federal income tax
consequences of the Merger. For purposes of our opinion, 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 and
Prospectus and such other documents and corporate records, and have considered
such matters of law, as we have deemed necessary or appropriate. 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. In
addition, we have assumed that (i) the Merger will be consummated in the manner
contemplated by the Registration Statement and described in the Prospectus and
in accordance with the provisions of the Agreement; (ii) the factual statements
concerning the Merger and the representations set forth in the Agreement, the
Registration Statement and the Prospectus are true, correct and complete and
will continue to be true, correct and complete at all times up to and including
the Effective Time; and (iii) the factual representations made to us by the
Parent and the Company in the Parent Tax Certificate and the Company Tax
Certificate, respectively, dated the date hereof and delivered to us for
purposes of this opinion are true, correct and complete and will continue to be
true, correct and complete at all times up to and including the Effective Time.
If any of the foregoing assumptions is untrue for any reason, our
opinion as expressed below may be adversely affected and may not be relied upon.
Our opinion is based on the current provisions of the Internal Revenue
Code of 1986, as amended (the "Code"), current regulations and proposed
regulations thereunder, current published administrative rulings and procedures
of the Internal Revenue Service, and judicial decisions published to date, all
of which are subject to change at any time. You should note that future
legislative, judicial, or administrative actions, decisions, or interpretations,
which may be retroactive in effect, could materially affect our opinion. 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
opinion expressed herein, including any changes in applicable law which may
hereafter occur.
Based upon and subject to the foregoing, it is our opinion, as counsel
for Parent, that, for United States federal income tax purposes, the Merger will
constitute a reorganization within the meaning of Section 368(a) of the Code.
In addition, reference is made to the statements in the Registration
Statement and Prospectus under the captions "Summary - Certain United States
Federal Income Tax Consequences" and "The Merger - Certain United States Federal
Income Tax Consequences," which have been prepared or reviewed by us. It is our
opinion that the statements made under those captions, to the extent
constituting statements of law or legal conclusions and subject to the
Sidley & Austin Chicago
Concord EFS, Inc.
June 27, 2000
Page 3
limitations contained therein, are correct and describe the material U.S.
federal income tax consequences of the Merger.
Except as expressly set forth above, we express no opinion on any
issue relating to the tax consequences of, or any other matters related to, the
Merger. An opinion of counsel is not binding on the Internal Revenue Service or
the courts, and there can be no assurance that the Internal Revenue Service or a
court would not take a contrary position with respect to the conclusions set
forth above.
We are furnishing this opinion in connection with the filing of the
Registration Statement with the SEC, and this opinion is not to be used,
circulated, quoted or otherwise referred to for any other purpose without our
express written permission.
We consent to the filing of this opinion as Exhibit 8.1 to the
Registration Statement and to the reference to our firm name therein. In giving
this consent, we do not admit that we are within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as amended,
or the rules or regulations of the SEC promulgated thereunder.
Very truly yours,
/s/ Sidley & Austin
