WEIL, GOTSHAL & MANGES LLP A LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS 767 FIFTH AVENUE NEW YORK, NY 10153 212-310-8000 (FAX) 212-310-8007 April 10, 2002Leveadia National Corp-Arizona • April 11th, 2002 • Fire, marine & casualty insurance
We have acted as special U.S. federal income tax counsel to Leucadia National Corporation ("Leucadia-NY") in connection with the determination of the material U.S. federal income tax consequences of the reorganization of Leucadia-NY as an Arizona corporation ("Leucadia-Arizona") and the continuance of Leucadia-Arizona to Bermuda (the "Redomestication") as a Bermuda company, as more completely described in the Registration Statement on Form S-4 prepared by Leucadia and filed on April 10, 2002 (the "Registration Statement"). In so acting, we have examined the Registration Statement and such other documents and records as we deemed necessary and relevant for rendering our opinion as to the material U.S. federal income tax consequences of the Redomestication. On the basis of the foregoing, and assuming that all relevant documents have been, or will be, validly authorized, executed, delivered and performed by all of the relevant parties, we are of the opinion that the statements contained i
