1
EXHIBIT 8-B
December 20, 1996
SERVISTAR COAST TO COAST Corporation
0 XxxxxXxxx Xxx
Xxxx Xxxxxx, XX 00000
Re: Agreement and Plan of Merger by and betweeen
Xxxxxx & Company and SERVISTAR COAST TO COAST Corporation
Gentlemen:
We have acted as advisors to SERVISTAR COAST TO COAST Corporation, a
Pennsylvania corporation ("SERVISTAR"), in connection with the proposed merger
(the "Merger") of SERVISTAR with and into Xxxxxx & Company, a Delaware
corporation ("Xxxxxx"), pursuant to the terms of the Agreement and Plan of
Merger dated December 9, 1996 (the "Merger Agreement") by and between
SERVISTAR and Xxxxxx, each as described in the Registration Statement on Form
S-4 to be filed by Xxxxxx with the Securities and Exchange Commission today
(the "Registration Statement"). This opinion is being rendered pursuant to the
requirements of Item 4(b) of Form S-4 under the Securities Act of 1933, as
amended, and is conditioned upon receipt of a favorable private letter ruling
from the Internal Revenue Service ("IRS") meeting the requirements of Section
8.1(g) of the Merger Agreement.
In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
(i) the Merger Agreement; (ii) the Registration Statement and (iii) such other
documents as we have deemed necessary or appropriate in order to enable us to
render the opinions below. In our examination, we have assumed the genuineness
of all signatures, the legal capacity of all natural persons, the authenticity
of all documents submitted to us as originals, the conformity to orginal
documents of all documents submitted to us as certified, conformed or
photostatic copies and the authenticity of the originals of such copies. This
opinion is subject to the receipt by us prior to the Effective Date of certain
written representations and covenants of SERVISTAR and Xxxxxx.
Based upon and subject to the foregoing, the discussion contained in the
prospectus included as part of the Registration Statement (the "Prospectus")
under the caption "Certain Federal Income Tax Consequences," except as
otherwise indicated, expresses our opinion as to the material Federal income
tax consequences applicable to SERVISTAR and holders of SERVISTAR stock. You
should be aware, however, that the discussion under the caption "Certain
Federal Income Tax Consequences" in the Prospectus represents our conclusions
as to the application of existing law to the instant transactions. There can
be no assurance that contrary positions may not be taken by the Internal
Revenue Service.
This opinion is furnished to you solely for use in connection with the
Registration Statement. We hereby consent to the references to Coopers &
Xxxxxxx, L.L.P. under the heading "Certain Federal Income Tax Consequences" in
the Registration Statement and the Prospectus.
Very truly yours,
Coopers & Xxxxxxx, L.L.P.
