EXHIBIT 8.2
May 12, 1999
Re: Agreement and Plan of Merger
dated as of March 1, 1999 among
Xxxxx Apparel Group, Inc.,
Xxxx Acquisition Sub Inc.
and Nine West Group Inc.
Nine West Group Inc.
Nine West Plaza
0000 Xxxxxxxxxxx Xxxxxx
Xxxxx Xxxxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
You have requested our opinion with respect to certain United
States federal income tax consequences of the proposed transaction in which Nine
West Group Inc. (the "Company"), a Delaware corporation, will be merged (the
"Merger") with and into Xxxx Acquisition Sub Inc. ("Sub"), a Delaware
corporation and wholly owned subsidiary of Xxxxx Apparel Group, Inc. ("Parent"),
a Pennsylvania corporation. All capitalized terms used but not defined herein
have the meanings ascribed to them in the Agreement and Plan of Merger, dated as
of March 1, 1999, among Parent, Sub and the Company (the "Merger Agreement").
This opinion is being delivered in connection with Parent's Registration
Statement on Form S-4 relating to the proposed Merger pursuant to the Merger
Agreement (the "Registration Statement") to which this opinion appears as an
exhibit.
In acting as counsel to the Company in connection
with the Merger, we have, in preparing our opinion, as
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hereinafter set forth, participated in the preparation of the Merger Agreement
and the preparation and filing with the Securities and Exchange Commission of
the Proxy Statement/Prospectus contained in the Registration Statement
dated May 12, 1999.
You have requested that we render the opinion set forth below.
In rendering such opinion, we have assumed with your consent that (i) the Merger
will be effected in accordance with the Merger Agreement, (ii) the
representations made by Parent, Sub and the Company in letters provided to us
and Xxxxxxx Xxxxxx & Xxxxx, counsel to Parent, dated as of the date hereof are
true, correct and complete, and will be true, correct and complete as of the
Effective Time (as if made as of the Effective Time), and (iii) any
representations made in such letters "to the best knowledge of" or similarly
qualified are true, correct and complete without such qualification. 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 will be
true, correct and complete as of the Effective Time, and that the parties have
complied with and, if applicable, will continue to comply with, the covenants
contained in the Merger Agreement. We have examined the documents referred to
above and the originals, or duplicates or certified or conformed copies,
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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 Proxy Statement/Prospectus the
opinion expressed herein may be inapplicable. Our opinion is based on the
Internal Revenue Code of 1986, as 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 Proxy Statement/Prospectus, we
are of the opinion that for federal income tax purposes:
(i) the Merger will constitute a reorganization
within the meaning of Section 368(a) of the
Code;
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(ii) Parent, Sub and the Company will each be a party to
the reorganization within the meaning of section
368(b) of the Code; and
(iii) holders of Company common stock who exchange their
Company common stock for a combination of Parent
common stock and cash will recognize gain, but will
not recognize loss, in an amount equal to the lesser
of (1) the amount of gain realized by the holder and
(2) the amount of cash received by the holder.
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 Exhibit 8.2
to the Registration Statement and to the use of our name under the captions
"The Merger -- Material United States Federal Income Tax Consequences of the
Merger" and "Legal Matters."
Very truly yours,
/s/ Xxxxxxx Xxxxxxx & Xxxxxxxx
