EXHIBIT 8(b)
WINTHROP, STIMSON, XXXXXX & XXXXXXX
XXX XXXXXXX XXXX XXXXX
XXX XXXX, XXX XXXX 00000-0000
November 12, 1999
SIGCORP, Inc.
00 X.X. Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxx 00000-0000
Re: Agreement and Plan of Merger by and among
Indiana Energy, Inc., SIGCORP, Inc., and
Vectren Corporation Dated as of June 11, 1999
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Ladies and Gentlemen:
You have requested our opinion as to certain United States federal
income tax consequences of the merger of SIGCORP, Inc., an Indiana corporation
("SIGCORP"), into Vectren Corporation, an Indiana corporation (the "Company"),
with the Company surviving (the "Merger") pursuant to the Agreement and Plan of
Merger by and among Indiana Energy, Inc., an Indiana corporation ("Indiana"),
SIGCORP and the Company (the "Merger Agreement").
As counsel to SIGCORP, we have examined the Merger Agreement and
assisted in preparing the Joint Proxy Statement/Prospectus to be used in
connection with the Merger (the "Proxy Statement"), including the discussions
contained therein under the headings "Questions and Answers About the Merger;
Q: What are the tax considerations of the merger?," "Summary - Material United
States Federal Income Tax Consequences" and "Material United States Federal
Income Tax Consequences." The Proxy Statement forms a part of the registration
statement on Form S-4 filed with the Securities and Exchange Commission (the
"Commission") pursuant to the Merger Agreement (the "Registration Statement").
Except as otherwise provided, capitalized terms not defined herein have
the meanings set forth in the Merger Agreement or in the officer's certificates
that SIGCORP and Indiana have delivered to us and that contain certain
representatives upon which we have relied for purposes of this opinion (the
"Officer's Certificates").
This opinion is based upon and subject to:
(i) the Merger being effected in the manner described in the Proxy Statement
and in accordance with the provisions of the Merger Agreement;
(ii) the accuracy of the representations of SIGCORP and Indiana in their
respective Officer's Certificates, and their continuing accuracy at all
times through the Effective Time;
(iii) the accuracy and completeness of the statements concerning the Merger set
forth in the Proxy Statement, including the purposes of SIGCORP and
Indiana for consummating the Merger; and
(iv) the accuracy of the statements concerning the Merger that have come to our
attention during our engagement as counsel to SIGCORP in connection with
the Merger.
Based on our examination of the foregoing items and subject to the
limitations set forth herein, the discussions in the Proxy Statement referred to
in the second paragraph of this letter constitute our opinion as to the material
United States federal income tax consequences of the Merger.
This opinion does not address any state, local or foreign tax
consequences or any United States federal laws other than those pertaining to
income tax. This opinion may not be relied upon except as to the consequences
specifically discussed herein. This opinion is based on the Code, Treasury
regulations thereunder, Internal Revenue Service rulings interpreting the
foregoing, and pertinent judicial authority, all as in effect on the date
hereof, and presumes that no substantial changes in such authorities will be
promulgated or occur between the date hereof and the Effective Time that would
affect the opinions rendered hereby.
This opinion may not be quoted or referred to in any document, in whole
or in part, or furnished to any other person or agency without our prior written
consent.
We hereby consent to the references to this opinion and our firm in the
Proxy and the filing of this opinion as an exhibit to the Registration
Statement. In giving such consent we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations of the Commission
thereunder.
Very truly yours,
/s/ Winthrop, Stimson, Xxxxxx & Xxxxxxx
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