EXHIBIT 8.1
September 26, 1997
TPG HOLDINGS, INC.
0000 Xxxxxxxxx Xxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
RE: ACQUISITION AGREEMENT AND PLAN OF MERGER WITH XXXX INDUSTRIES,
INC., AS AMENDED
Gentlemen:
We have acted as counsel to TPG Holdings, Inc., a Delaware
corporation ("TPG"), in connection with (i) the Registration Statement on Form
S-4 of Xxxx Industries, Inc., a Delaware corporation ("Xxxx"), to which this
opinion letter is filed as an exhibit (the "Registration Statement"), which
includes a Proxy Statement/Prospectus of TPG and Xxxx ("Proxy
Statement/Prospectus"), and (ii) the execution and delivery of the Acquisition
Agreement and Plan of Merger, dated as of June 6, 1997, as amended by amendment
dated as of August 22, 1997, between TPG and Xxxx (the "Agreement"). The
Agreement provides for the merger of TPG with and into Xxxx (the "Merger"), with
Xxxx surviving. Unless otherwise defined herein or the context hereof otherwise
requires, each term used herein with its initial letter capitalized has the
meaning ascribed to such term in the Agreement.
We have examined, are familiar with, and are relying upon (without
any independent investigation or review thereof) the truth and accuracy, at all
relevant times, of originals or copies, certified or otherwise authenticated to
our satisfaction, of such documents (including all exhibits and schedules
thereto) and records of TPG, Xxxx and its subsidiaries, and such statutes,
regulations and instruments as we have deemed necessary or advisable for the
purposes of this opinion letter, including, without limitation, (i) the
Agreement, (ii) representations (the "Representations") made by Xxxx and TPG in
the Agreement, and (iii) the Proxy Statement/Prospectus (the"Documents").
In connection with rendering our opinion, we have assumed the accuracy
of the Representations. We have also assumed the due authorization, execution
and delivery of the Agreement by TPG and Xxxx and that the Agreement constitutes
the legal, valid and binding obligation of TPG and Xxxx, enforceable against
each party in accordance with its terms and that the Merger will be consummated
in accordance with the Documents.
September 23, 1997
Page 2
In the opinion of Gardere & Xxxxx, L.L.P.., based upon the
foregoing, and subject to the assumptions, qualifications and limitations set
forth therein, the statements in the discussion in the Proxy
Statement/Prospectus under the heading "The Joint Proxy Proposal - Certain
Federal Income Tax Consequences" to the extent they constitute matters of law or
legal conclusions with respect thereto are the material federal income tax
consequences of the Merger to holders of TPG Common Stock.
This opinion is based upon the Internal Revenue Code of 1986, as
amended, its legislative history, existing regulations thereunder, published
rulings and court decisions, all as in effect and existing on the date hereof,
and all of which are subject to change at any time, which change may be
retroactive. Except as stated above, we express no opinion with respect to any
other matter.
We hereby consent to the use of our name in the Proxy
Statement/Prospectus under the heading "Certain Federal Income Tax Consequences"
and to the filing of this opinion as an exhibit to the Registration Statement.
By giving such consent, we do not thereby admit that we are experts with respect
to this letter, as that term is used in the Securities Act of 1933, as amended,
or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
GARDERE & XXXXX, L.L.P.
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------
Xxxxxxx X. Xxxxxxx, Partner
