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EXHIBIT 8.2
January 30, 1998
Lexford Residential Trust
The Huntington Center
00 Xxxxx Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxxx, Xxxx 00000
Ladies and Gentlemen:
This letter is in response to your request for our opinion with respect to
certain Federal income tax consequences of the proposed merger of Lexford, Inc.
("Lexford") with and into Lexford Residential Trust ("Trust"), a wholly owned
subsidiary of Lexford, pursuant to the Agreement and Articles of Merger dated
January 30, 1998 by and between Lexford and the Trust (the "Agreement"). Unless
otherwise specified, the terms used herein are defined in the Registration
Statement on Form S-4, No. 333-44521, filed by the Trust with the Securities and
Exchange Commission on January 20, 1998, as amended (the "Registration
Statement").
In connection with the proposed Merger, we understand the following:
(a) Pursuant to the laws of Ohio and Maryland, Lexford will merge with
and into the Trust pursuant to a statutory merger, with the Trust surviving
the Merger;
(b) At the Effective Time, each outstanding share of Lexford Common
Stock will be converted into the right to receive two Trust Shares; and
(c) The business and operations of the Trust following the Merger will
be substantially the same as those conducted by Lexford immediately prior
to the Merger, except as may be necessary for the Trust to elect and
maintain real estate investment trust status pursuant to Sections 856
through 860 of the Internal Revenue Code of 1986, as amended (the "Code").
In connection herewith, we have examined and relied on the accuracy and
completeness of the Agreement, the Registration Statement and such other
information as we have deemed relevant. As to questions of fact material to the
opinion herein, we have relied upon the accuracy and completeness of an
officer's certificate of Lexford to Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP
dated January 30, 1998. Moreover, we have assumed that the Merger will be
completed in the manner set forth in the Registration Statement, and that the
representations and covenants made by the parties to the Merger are accurate and
complete and that such representations and covenants will continue to be
accurate and complete as of the Effective Time of the Merger.
In rendering this opinion, we have assumed with your permission that: (1)
all signatures on documents examined by us are genuine; (2) all documents
submitted to us as originals are authentic; and (3) all documents submitted to
us as certified or photostatic copies are true and complete copies of the
original documents. We have also assumed that each entity that is a party to the
documents has been duly organized or formed and is validly existing and in good
standing as a corporate or similar organization under the laws of its
jurisdiction of organization, and is qualified to do business and is in good
standing as a foreign corporation or other organization in each jurisdiction
where by law it is required to be so qualified; that each of the documents has
been duly authorized, executed and delivered by each party and constitutes such
party's valid and binding obligation, enforceable against such party in
accordance with its terms; that each party has the requisite corporate or other
organizational power and authority to perform such party's obligations under the
documents; and that each party to the documents has performed and will perform
such party's obligations under the documents.
To the extent that the opinion in this letter relates to or is dependent
upon factual information, or is expressed in terms of our knowledge or
awareness, we have relied upon the assumptions stated above and the statements
of fact, representations and warranties reflected in the documents, and we have
not undertaken to independently verify any of such facts or information. This
opinion is conditioned upon the assumption that dissenting Lexford Shareholders
will own less than one percent (1%) of the Lexford Common Stock.
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Lexford Residential Trust
January 30, 1998
Page 2
On the basis of the foregoing and subject to the conditions, qualifications
and limitations set forth herein and in the Registration Statement, we are of
the opinion that the summary in the Registration Statement under the caption
"Federal Income Tax Considerations -Tax Consequences of the Merger" is an
accurate general summary of the Federal income tax considerations that are
likely to be material to a Lexford Shareholder with respect to the matters
discussed therein.
This opinion does not relate to or purport to cover any matters other than
the ones expressly stated herein. The opinion expressed herein is limited to the
consequences of the Merger under current Federal income tax law (including the
Code, the Treasury Regulations promulgated thereunder, and administrative and
judicial interpretations thereof) as of the date of this opinion letter. No
opinion is expressed with respect to state, local, foreign or other tax laws.
Moreover, this opinion does not apply to (i) holders of Lexford Common Stock
subject to special tax treatment under the Federal income tax laws or (ii)
holders of Lexford Common Stock who acquired their stock pursuant to the
exercise of an employee stock option or otherwise as compensation or in exchange
for Lexford options. We assume no obligation to revise or supplement this
opinion should the present Federal income tax laws be changed by any
legislation, judicial decisions, or otherwise.
This opinion is only for the benefit of the Trust and may not be relied
upon by any person, firm or entity for any purpose without our express written
consent. Other than in connection with the Registration Statement, this letter
may not be paraphrased, quoted or summarized, nor may it be duplicated or
reproduced in part.
This opinion is furnished to you solely in connection with the Registration
Statement. We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
/s/ BENESCH, FRIEDLANDER, XXXXXX & XXXXXXX LLP
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BENESCH, FRIEDLANDER,
XXXXXX & XXXXXXX LLP
