EXHIBIT 8.1
_________ __, 1997
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Re: Federal Income Tax Considerations Relating to Equity One, Inc.
Ladies and Gentlemen:
We have acted as counsel to Equity One, Inc., a Maryland corporation
(the "Company"), in connection with the proposed issuance of its common stock in
a registered public offering and the preparation and filing of Amendment No. 3
to Registration Statement No. 333-33977 on Form S-11 to be filed by the Company
with the Securities and Exchange Commission on November __, 1997 (the
"Registration Statement") and the prospectus contained therein (the
"Prospectus"). This opinion is provided to you pursuant to section 6.(d)(viii),
(xiv) and (xv) of the underwriting agreement dated _____ __, 1997 between Credit
Suisse First Boston Corporation, as representative of the several underwriters,
and the Company.
In rendering our opinion, we have reviewed the Registration Statement
and the Prospectus and the documents attached as exhibits thereto, and we have
assumed that the statements therein are and will remain true, correct and
complete and that actions described in the Prospectus have been or will be taken
as described. In addition, we have reviewed documentation of the Company and
presentations and summaries of information regarding the Company's income,
assets, operations, records and other matters. We have assumed the conformity to
the originals of all documents submitted to us as copies and the authenticity of
the originals of all of those documents. We have assumed that all factual
matters in documents submitted to us and all of the other information furnished
to us are true, correct and complete. Further, we have relied on letters from
Deloitte & Touche LLP, the Company's accountants, dated May 10, 1996 and October
21, 1997 to, respectively, a major stockholder of the Company and the Company's
Board of Directors, respectively, regarding the Company's compliance with the
requirements of the Internal Revenue Code of 1986, as amended (the "Code") to be
treated as a real estate investment trust ("REIT") for federal income tax
purposes for the Company's taxable years ending December 31, 1995 and December
31, 1996 and in respect of the period ending June 30, 1997, and we have assumed
the accuracy of the information provided by the Company on which those letters
were based. Finally, we have assumed that representations made by the Company to
us in the letter attached hereto are true, accurate and complete.
Based on the foregoing, in reliance thereon and subject thereto, and
based on the Code, the Treasury regulations promulgated thereunder,
administrative pronouncements of the Internal Revenue Service and judicial
decisions, all as in effect on the date hereof, it is our opinion that:
1. The statements set forth in the Prospectus under the caption
"Federal Income Tax Considerations", insofar as they purport to describe the
matters of law referred to therein,
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represent the material federal income tax considerations relevant to purchasers
of Common Stock, other than existing stockholders of the Company.
2. The Company has been organized in conformity with the requirements
for qualification as a REIT under the Code with the taxable year of the Company
starting January 1, 1995, and the method of operation of the Company and its
subsidiaries since January 1, 1995 has enabled the Company, and the proposed
method of operation of the Company will enable the Company, to meet the
requirements for qualification and taxation as a REIT under the Code.
3. Since the date of the Company's REIT election, each subsidiary of
the Company at all times has qualified to be treated as a "qualified REIT
subsidiary" within the meaning of section 856(i) of the Code.
The foregoing opinions are limited to the matters expressly set forth,
and no opinion is to be implied or inferred beyond the matters expressly stated.
These opinions speak only as of the date hereof and are based solely on legal
authorities as they currently exist. Those legal authorities are subject to
change either prospectively or retroactively, and we assume no obligation to
update or supplement these opinions. In addtion, any variation or difference in
the facts from those set forth or assumed herein may affect the conclusions
stated herein. Finally, the Company's qualification and taxation as a REIT
depend on the Company's ability to meet (through actual operating results,
distribution levels, diversity of stock ownership and other factors) the various
qualification tests imposed under the Code, the results of which we have not
investigated independently and will not investigate independently, and some of
which are outside the control of the Company to satisfy. Accordingly, no
assurance can be given that the actual results of the Company's operations for
any taxable year have satisfied or will satisfy the REIT qualification tests
under the Code.
These opinions are furnished to you for use in connection with the
Registration Statement and the Prospectus. We hereby consent to the filing of
this opinion as an exhibit to the Registration Statement. We also consent to the
references to the name of our firm under the heading "Federal Income Tax
Considerations" in the Registration Statement and Prospectus.
Very truly yours,
CES/cb
Enclosure
