1
EXHIBIT 8.2
THE XXXXXX PARTNERSHIP
000 Xxxxxxxxxx Xxxxxx, 0xx Xxxxx
Xx. Xxxxx, Xxxxxxxx 00000-0000
(000) 000-0000
Telefax: (000) 000-0000
July 9, 0000
XX Foods Corporation
0000 X. Xxxxxx Xxxx.
Xxxxxxx, Xxxxxxxxxx 00000
Re: GB Foods -- Acquisition of Timber Lodge
---------------------------------------
Ladies and Gentlemen:
This letter sets forth our opinion with regard to certain federal
income tax consequences to GB Foods Corporation, a Delaware corporation ("GB
Foods") with respect to the merger (the "Merger") of Timber Lodge Steakhouses,
Inc., a Minnesota corporation ("Timber Lodge") into TLS Acquisition Corp., a
Minnesota corporation and a wholly-owned subsidiary of GB Foods.
Our opinion is based upon our review of the Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. 3) (the "Prospectus") which describes the Merger and certain
other related transactions, and upon certain facts represented to us by GB Foods
and Timber Lodge that we have not independently confirmed. Specifically, in
rendering this opinion, we rely on representations that:
(1) The attached schedule of share ownership ("Schedule") is an accurate
and complete representation of the share ownership of GB Foods and
Timber Lodge before and after the Merger.
(2) Each of the shareholders listed individually as a 5% shareholder on the
Schedule previously owned, currently owns and/or, after the Merger,
will own, 5% or more of the outstanding stock of GB Foods.
Assuming application of current statutory, regulatory, and judicial
law, and assuming that the Merger ultimately occurs as described in the
Prospectus, it is the opinion of The Xxxxxx Partnership that the Merger will
constitute a change of control as defined in Section 382 of the Internal Revenue
Code of 1986, as amended, which will limit the amount of GB Foods net operating
loss which may be used by the combined entity after the Merger in any one year
to an amount equal to the value of GB Foods on the date the Merger occurs times
the then-applicable Federal long-term tax-exempt rate. We note that the current
applicable Federal long-term tax-exempt rate is 5.00%; if that rate applied at
closing, and if GB Foods aggregate value at closing were $41.0 million (which,
assuming 6,571,485 shares were outstanding, was the case on July 6, 1998), then
the annual limit would be approximately $2.1 million.
The Xxxxxx Partnership is not expressing any opinion with respect to
any matters other than those expressly set forth above. The opinion set forth
above is based upon the documents reviewed by us and the facts presented to us.
Any material amendments to such documents or changes in any significant fact
could affect the opinion expressed herein. No person or entity other than the
addressee may rely on this opinion, and this letter may not be quoted or used,
in whole or in part, for any purpose, without our express prior written consent.
We consent to the filing of this opinion as an exhibit to the
registration statement of which the Prospectus is a part, and we consent to the
use of our name in such registration statement.
THE XXXXXX PARTNERSHIP
By: /s/ XXX X. XXXXX
----------------------
Xxx X. Xxxxx
