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EXHIBIT 8.1
[LETTERHEAD OF SHEARMAN & STERLING]
June 21, 1999
International Speedway Corporation
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AGREEMENT AND PLAN OF MERGER BY AND BETWEEN
INTERNATIONAL SPEEDWAY CORPORATION, 88 CORP. AND PENSKE MOTORSPORTS, INC.
Ladies and Gentlemen:
You have requested our opinion as to certain United States federal income
tax consequences of the merger (the "Merger") of Penske Motorsports, Inc.
("Penske Motorsports") a Delaware corporation ("Penske Motorsports") with and
into 88 Corp., a Delaware corporation and a wholly-owned subsidiary of
International Speedway Corporation, a Florida corporation ("ISC"). The Merger is
being consummated pursuant to the Agreement and Plan of Merger by and among ISC,
88 Corp. and Penske Motorsports, dated as of May 10, 1999 as amended by
Amendment No. 1 thereto dated as of June 21, 1999 (the "Merger Agreement").
Unless otherwise defined, capitalized terms used herein have the meanings
assigned to them in the Merger Agreement.
In connection with rendering our opinion, we have reviewed the Merger
Agreement, including the Exhibits thereto, the Joint Proxy Statement and
Prospectus prepared with respect to the Merger (the "Joint Proxy/Prospectus")
and such other documents and corporate records as we have deemed necessary or
appropriate as a basis therefor. We have assumed that the representations and
warranties contained in the Merger Agreement were true, correct and complete
when made and will continue to be true, correct and complete through 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 also
have assumed that statements as to factual matters contained in the Joint
Proxy/Prospectus are true, correct and complete, and will continue to be true,
correct and complete through the Effective Time. Finally, we have relied on the
representations made by ISC and Penske Motorsports in Tax Certificates provided
to us dated June 21, 1999, and we have assumed that such representations will
continue to be true, correct and complete through the Effective Time.
Based upon the foregoing, in reliance thereon and subject thereto, and
based upon the Internal Revenue Code of 1986, as amended, the Treasury
Regulations promulgated thereunder, judicial decisions, revenue rulings and
revenue procedures of the Internal Revenue Service, and other administrative
pronouncements, all as in effect on the date hereof, and assuming that the
Merger and related transactions will be consummated in accordance with the terms
of the Merger Agreement, it is our opinion that the Merger will qualify as a
reorganization within the meaning of Section 368(a) of the Code, and that each
of Penske Motorsports, 88 Corp. and ISC will be a party to such reorganization
within the meaning of Section 368(b) of the Code. Furthermore, we hereby
reaffirm that the discussion set forth under the caption "The Merger -- Material
Federal Income Tax Consequences" in the Joint Proxy/Prospectus, insofar as such
discussion constitutes statements of United States federal income tax law or
legal conclusions, subject to the assumptions, limitations and qualifications
set forth therein, is our opinion as to the material United States federal
income tax consequences of the Merger as a reorganization.
No opinion is expressed as to any matter not specifically addressed above,
including the accuracy of the representations or reasonableness of the
assumptions relied upon by us in rendering the opinion set forth above. Our
opinion is based on current United States federal income tax law and
administrative practice and we do not undertake to advise you as to any future
changes in United States federal income tax law or administrative practice that
may affect our opinion unless we are specifically retained to do so.
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We hereby consent to the filing with the Securities and Exchange Commission
of this opinion as an exhibit to the Registration Statement on Form S-4 of ISC,
of which the Joint Proxy Statement/Prospectus is a part, and to the use of our
name in the sections entitled "The Merger -- Material Federal Income Tax
Consequences" and "Legal Matters" in the Joint Proxy Statement/Prospectus.
Very truly yours,
/s/ SHEARMAN & STERLING
