February 11, 2004
NCO Portfolio Management, Inc.
0000 Xxxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
Re: Tax Opinion
Agreement and Plan of Merger
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Gentlemen:
We have acted as counsel to NCO Portfolio Management, Inc. ("Company")
in connection with the merger of Company with and into NCPM Acquisition
Corporation ("Purchaser") (the "Merger") pursuant to an Agreement and Plan of
Merger dated December 12, 2003 (the "Agreement") by and among (i) NCO Group,
Inc. ("Parent"); (ii) Company; and (iii) Purchaser. This opinion is being
rendered at your request in accordance with ss. 7.2 of the Agreement. All
capitalized terms, unless otherwise specified, have the meaning assigned to them
in the Agreement.
For the purpose of rendering our opinion, we have examined and are
relying upon (without any independent investigation or review thereof) the truth
and accuracy, at all relevant times, of the statements, covenants,
representations and warranties contained in the following documents (including
all schedules and exhibits thereto): (a) the Agreement; (b) the Registration
Statement on Form S-4 to be filed by Parent with the Securities and Exchange
Commission (the "Registration Statement"); (c) the Officer's Certificates of
Parent, Company and Purchaser attached hereto; and (d) such other documents as
we have deemed necessary or appropriate as a basis for the opinion set forth
below.
In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the conformity
to original documents of all documents submitted to us as certified or
photostatic copies and the authenticity of the originals of such copies. We have
further assumed that the Merger will be consummated in accordance with the
Agreement and will be effective under applicable state law. Finally, our opinion
is issued in reliance that all statements, descriptions and representations
contained in the above-referenced documents or otherwise made to us are true,
correct and complete.
In rendering our opinion, we have considered the applicable provisions
of the Internal Revenue Code of 1986, as amended (the "Code"), Treasury
Regulations and the pertinent judicial authorities and interpretive rulings of
the Internal Revenue Service (the "Service") and such other authorities as we
have considered relevant.
February 11, 2004
Page 2
Based upon and subject to the foregoing, we are of the opinion that the
Merger will, under current law, constitute a tax-free reorganization pursuant to
Section 368(a) of the Code. Further, in our opinion, subject to the
qualifications and limitations contained therein, the discussion set forth in
the Registration Statement under the caption "Material Federal Income Tax
Consequences of the Merger" fairly presents the material United States Federal
income tax consequences of the Merger and, insofar as it relates to statements
of law or legal conclusions, is correct in all material respects.
* * * * * * *
This letter represents our view of the proper U.S. federal income tax
treatment of the Merger based upon our analysis of the relevant U.S. federal
income tax authorities as of the date hereof. The opinion is not binding on the
Service or any court, and there can be no assurance that the Service or a court
of competent jurisdiction will not disagree with the opinion.
Our opinion is based upon the Code and its legislative history, the
Regulations, judicial decisions and current administrative rulings and practices
of the Service, all as in effect on the date of this letter. These authorities
may be amended or revoked at any time. Any changes may or may not be retroactive
and could cause this opinion to be or become incorrect, in whole or in part.
There is and can be no assurance that such legislative, judicial or
administrative changes will not occur in the future. We expressly disclaim any
obligation to update or modify this letter to reflect any developments that may
impact the opinion from and after the date of this letter.
We are expressing our opinion only as to matters expressly addressed
herein. We are not expressing any opinion as to any other aspects whether
discussed herein or not. No opinion should be inferred as to any other matters,
including without limitation, any other U.S. federal income tax issues with
respect to the Merger or any state, local or foreign tax treatment of the Merger
or any matter incidental thereto.
Our opinion is dependent upon the accuracy and completeness of the
facts and assumptions referenced above. We have relied upon those facts and
assumptions without any independent investigation or verification of their
accuracy or completeness. Any inaccuracy or incompleteness in our understanding
of the facts and assumptions could adversely affect the opinion expressed in
this letter.
February 11, 2004
Page 3
This opinion is being furnished for the sole purpose of satisfying a
closing condition set forth in the Agreement and is intended solely for your
benefit in connection therewith. This opinion may not be used or relied upon for
any other purpose and may not be circulated, quoted or otherwise referred to for
any other purpose without our express written consent. Provided, however, we do
hereby consent to the filing of this opinion letter as an exhibit to the
Registration Statement and to the reference to Winston & Xxxxxx LLP in the proxy
statement/prospectus constituting a part of the Registration Statement under the
caption "Material Federal Income Tax Consequences of the Merger," without
admitting that we are "experts" within the meaning of the Securities Act or the
rules and regulations of the Commission issued thereunder with respect to any
part of the Registration Statement, including this exhibit.
Very truly yours,
/s/ WINSTON & XXXXXX LLP
WINSTON & XXXXXX LLP
