[Letterhead of Xxxxxxx Xxxxxxx & Xxxxxxxx appears here]
EXHIBIT 8
February 12, 1999
Re: Agreement and Plan of Merger
dated as of February 12, 1999
between Xxxxxxxx & Struggles, Inc.
and Xxxxxxxx & Struggles International Inc.
-------------------------------------------
Xxxxxxxx & Struggles, Inc.
000 Xxxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000-0000
Xxxxxxxx & Struggles International, Inc.
000 Xxxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000-0000
Ladies and Gentlemen:
You have requested our opinion with respect to certain United States
federal income tax consequences of the proposed transaction in which Xxxxxxxx &
Struggles, Inc. ("H&S Inc.") will be merged (the "Merger") with and into
Xxxxxxxx & Struggles International, Inc. ("HSI"). All capitalized terms used but
not defined herein have the meanings ascribed to them in the Agreement and Plan
of Merger, dated as of February 12, 1999, between H&S Inc. and HSI (the "Merger
Agreement"). This opinion is being delivered as an exhibit to the registration
statement on Form S-4 (the "Registration Statement") initially filed by HSI with
the Securities and Exchange Commission on August 7, 1998 and
Xxxxxxxx & Struggles, Inc. 2 February 12, 1999
containing the Joint Consent Statement/Prospectus of HSI and H&S Inc. relating
to the Merger (the "Joint Consent Statement/Prospectus").
In acting as counsel to HSI and H&S Inc. in connection with the Merger,
we have, in preparing our opinion, as hereinafter set forth, participated in the
preparation of the Merger Agreement and the preparation and filing of the Joint
Consent Statement/Prospectus.
You have requested that we render the opinion set forth below. In
rendering such opinion, we have assumed with your consent that the Merger will
be effected in accordance with the Merger Agreement and that the representations
made by HSI and H&S Inc. in letters provided to us are true, correct and
complete as of the date hereof and will be true, correct and complete as of the
Effective Time. We have also assumed that the representations and warranties
contained in the Merger Agreement, and statements as to factual matters
contained in the Registration Statement, are true, correct and complete as of
the date hereof, and that the parties have complied with and, if applicable,
will continue to comply with, the covenants contained in the Merger Agreement.
We have further assumed that, with respect to the shares received by the former
stockholders of H&S Inc. in the Merger, the value of any such shares repurchased
pursuant to the stock repurchase agreement during the two year period following
the Merger (or if shorter, the period during which such repurchases are required
to be made) together with the value of shares of H&S Inc. Common Stock
surrendered by Dissenting Stockholders will not exceed 50% of the value (all as
determined under Treasury regulations Section 1.368-1(e) as of the date of the
Merger) of the former H&S Inc. Common Stock outstanding as of such date. For
purposes of the foregoing, references to shares or Common Stock are to shares
treated as outstanding for federal income tax purposes.
We have examined the documents referred to above and the originals, or
copies certified or otherwise identified to our satisfaction, of such records,
documents, certificates or other instruments and made such other inquiries as in
our judgment are necessary or appropriate to enable us to render the opinion set
forth below. We have not, however, undertaken any independent investigation of
any factual matter set forth in any of the foregoing.
If the Merger is effected on a factual basis different from that
contemplated in the Merger Agreement and the Joint Consent Statement/Prospectus
the opinion expressed herein may be inapplicable. Our opinion is based on the
Internal Revenue Code of 1986, as
Xxxxxxxx & Struggles, Inc. 3 February 12, 1999
amended (the "Code"), Treasury Regulations, administrative interpretations, and
judicial precedents as of the date hereof. If there is any subsequent change in
the applicable law or regulations, or if there are subsequently any new
applicable administrative or judicial interpretations of the law or regulations,
the opinion expressed herein may become inapplicable.
Subject to the foregoing and to the qualifications and limitations set
forth herein, and assuming that the Merger will be consummated in accordance
with the Merger Agreement (and exhibits thereto) and the Delaware General
Corporation Law and as described in the Joint Consent Statement/Prospectus, we
are of the opinion that for federal income tax purposes the Merger will be
treated as a reorganization within the meaning of Section 368(a) of the Code.
We express our opinion herein only as to those matters specifically set
forth above and no opinion should be inferred as to the tax consequences of the
Merger under any state, local or foreign law, or with respect to other areas of
United States federal taxation. We are members of the Bar of the State of New
York, and we do not express any opinion herein concerning any law other than
the federal law of the United States.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the use of our name under the
captions "Certain United States Federal Tax Consequences" and "Legal Matters"
in the Joint Consent Statement/Prospectus. This opinion letter is rendered to
you in connection with the above described transaction. This opinion letter may
not be relied upon by you for
Xxxxxxxx & Struggles, Inc. 4 February 12, 1999
any other purpose, or relied upon by, or furnished to, any other person, firm or
corporation without our prior written consent.
Very truly yours,
/s/ XXXXXXX XXXXXXX & XXXXXXXX
