EXHIBIT 8.2
XXXXXX XXXXXX & XXXXXXX
00 XXXX XXXXXX
XXX XXXX, XXX XXXX 00000
March 19, 1999
Investment Technology Group, Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Investment Technology Group, Inc.
Merger with Xxxxxxxxx Group, Inc.
Ladies and Gentlemen:
Pursuant to an Agreement and Plan of Merger dated as of March 17, 1999 (the
"Merger Agreement") between Xxxxxxxxx Group, Inc., a Delaware corporation
("JEFG"), and Investment Technology Group, Inc., a Delaware corporation
("ITGI"), ITGI will merge with and into JEFG (the "Merger"). Capitalized terms
used without definition herein have the meanings given to them in the Merger
Agreement.
We have acted as legal counsel to ITGI in connection with the Merger and in
that connection, you have requested our opinion regarding the material Federal
income tax consequences of the Merger to the ITGI Public Stockholders. As such,
and for the purpose of rendering our opinion, we have examined and are relying
on (without independent review or investigation thereof) the truth and accuracy,
without regard to any qualification as to knowledge and belief, at all relevant
times, of the statements, covenants, representations and warranties contained in
the following documents (the "Documents"):
1. The Merger Agreement;
2. The joint proxy/information statement of JEFG and Holding dated March
19, 1999 (the "Proxy/ Information Statement"), the proxy statement of
ITGI dated March 19, 1999 (the "Proxy Statement/Prospectus") and the
registration statement of JEFG dated March 19, 1999 with respect to the
JEFG Common Stock to be issued to the stockholders of ITGI in connection
with the Merger (the "Registration Statement");
3. The representations made to us by ITGI and by JEFG in their respective
letters to us dated the date hereof and delivered to us for purposes of
this opinion;
4. The tax ruling request of JEFG dated April 8, 1998 and supplements
thereto dated October 19, 1998, December 16, 1998, January 7, 1999,
January 20, 1999, February 12, 1999, February 24, 1999 and March 3, 1999
and the related ruling dated March 11, 1999; and
5. Such other instruments and documents as we have deemed necessary or
appropriate for purposes of our opinion.
For purposes of this opinion, we have also assumed, with your permission and
without independent investigation, that (i) the Merger will be consummated in
the manner contemplated by the Proxy/ Information Statement, the Proxy
Statement/Prospectus and the Registration Statement and in accordance with the
provisions of the Merger Agreement, (ii) the Merger will be effective under
applicable state law, and (iii) original documents submitted to us are authentic
(including signatures), documents submitted to us as copies conform to the
originals and there will be due execution and delivery of all documents where
due execution and delivery are prerequisites to the effectiveness of those
documents.
Based on facts, assumptions and understandings specified herein and the
statements, covenants, representations and warranties contained in the
Documents, and on the Internal Revenue Code of 1986, as amended (the "Code"),
the regulations promulgated thereunder, and judicial and administrative
interpretations thereof, all in effect as of the date hereof, it is our opinion
that for Federal income tax purposes, the Merger will be treated, with respect
to the ITGI Public Stockholders, as a reorganization within the meaning of
Section 368(a) of the Code, and ITGI and JEFG will each be a party to that
reorganization within the meaning of Section 368(b) of the Code and accordingly:
1. No gain or loss will be recognized by the ITGI Public Stockholders upon
their exchange of ITGI Common Stock for JEFG Common Stock (except as to
cash such a stockholder receives in lieu of fractional shares). Code
Section 354(a)(1).
2. The aggregate tax basis of shares of JEFG Common Stock received by an
ITGI Public Stockholder in the Merger (including any fractional share
deemed received and then sold) will be the same as the aggregate tax
basis of the ITGI Common Stock exchanged therefor. Code Section
358(a)(1).
3. The holding period for shares of JEFG Common Stock received by an ITGI
Public Stockholder in the Merger will include the holding period for the
shares of ITGI Common Stock exchanged therefor, provided such stockholder
held such ITGI Common Stock as capital assets on the effective date of
the Merger. Code Section 1223(1).
Our opinion expressed herein is based upon existing law, regulations,
administrative pronouncements and judicial authority, all as in effect as of the
date hereof. All such authority may be changed at any time, possibly with
retroactive effect. No assurances can be given as to the effect of any such
change on our opinion. In addition, our opinion is limited to the tax matters
specifically covered hereby, and we have not been asked to address, nor have we
addressed, any other tax consequences of the Merger or any other transactions.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to references to this opinion in the Proxy
Statement/Prospectus. In giving this consent we do not admit that we come within
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
Securities and Exchange Commission thereunder.
Very truly yours,
/s/ XXXXXX XXXXXX & XXXXXXX
