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Exhibit 8.2
October 1, 1996
Infinity Broadcasting Corporation
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Agreement and Plan of Merger,
dated as of June 20, 1996, among
Westinghouse Electric Corporation,
R Acquisition Corp. and
Infinity Broadcasting Corporation
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Ladies and Gentlemen:
We have acted as counsel to Infinity Broadcasting Corporation
("Infinity"), a Delaware corporation, in connection with the proposed merger
(the "Merger") of R Acquisition Corp. ("Sub"), a Delaware corporation and a
wholly owned subsidiary of Westinghouse Electric Corporation ("Westinghouse"),
a Pennsylvania corporation, with and into Infinity pursuant to an Agreement and
Plan of Merger, dated as of June 20, 1996 (the "Merger Agreement"), among
Westinghouse, Sub and Infinity.
In so acting, we have participated in the preparation of the Merger
Agreement and the preparation and filing with the Securities and Exchange
Commission of a Joint Proxy Statement of Westinghouse and Infinity and a
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Infinity Broadcasting 2 October 1, 1996
Corporation
Prospectus of Westinghouse filed in connection with the Merger (the "Joint
Proxy Statement").
As required by Sections 6.02(e) and 6.03(c) of the Merger Agreement, you
have requested that we render the opinion set forth below. In rendering such
opinion, we have relied upon the accuracy and completeness as of the date hereof
and as of the date of the closing of the Merger of the representations and
warranties as to certain factual matters set forth in the letters, dated as of
the date hereof, which Infinity, Westinghouse and Sub have provided to us and
will reconfirm prior to the closing of the Merger. We have also examined the
originals, or copies certified or otherwise identified to our satisfaction, of
such records and documents 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.
Subject to the foregoing, and assuming that the Merger is consummated
in accordance with the Merger Agreement, we are of the following opinion:
1. The Merger will be treated for federal income tax purposes as
a reorganization within the meaning of section 368(a) of the Internal
Revenue Code of 1986, as amended (the "Code").
2. Westinghouse, Sub and Infinity will each be a party to the
reorganization within the meaning of section 368(b) of the Code.
This opinion is limited solely to the federal law of the United States
as in effect on the date hereof. No assurance can be given that the law will
not change with possibly retroactive effect, and we have not undertaken to
advise you or any other person with respect to any event subsequent to the
date hereof.
We are delivering this opinion to you and, without our prior written
consent, no other persons are entitled to rely on this opinion. We hereby
consent to the filing of this opinion as an exhibit to the Joint Proxy
Statement and to the use of our name under the captions "Summary - The
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Infinity Broadcasting 3 October 1, 1996
Corporation
Merger and the Merger Agreement - Certain Federal Income Tax Consequences",
"The Merger - Certain Federal Income Tax Consequences", and "Legal Opinions" in
the Joint Proxy Statement. In giving such consent, we do not thereby concede
that we are within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933 or the Rules and Regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
