Exhibit 8.1
[Jones, Day, Xxxxxx & Xxxxx Letterhead]
August 13, 1999
CTG Resources, Inc.
P.O. Box 1500
000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxx, XX 00000-1500
Re: Agreement and Plan of Merger (the "Merger Agreement") By and
Among CTG Resources, Inc. (the "Company"), Energy East
Corporation ("Parent") and Oak Merger Co., a wholly owned
subsidiary of Patent ("Merger Sub"), Dated as of June 29, 1999
(the "Merger")
Ladies and Gentlemen:
You have requested our opinion relating to certain federal income tax
consequences arising out of the transactions described in the Merger Agreement.
Capitalized terms used but not defined in this letter have the meaning given
them in the Merger Agreement.
Our conclusions are based upon the facts and representations set forth
in the Proxy Statement/Prospectus of the Company and Parent (the "Proxy
Statement/Prospectus") included in the Registration Statement of Parent on Form
S-4 and accompanying exhibits to be filed in connection with the Merger (the
"Registration Statement"). We have made no independent investigation with regard
to the facts and representations set forth in the Proxy Statement/Prospectus and
the Registration Statement. In rendering our opinion we have assumed, with your
consent, that the preceding facts or representations are true, complete and
accurate as of the date hereof and will be true, complete and accurate as of the
Effective Time.
In rendering our opinion, we have considered the applicable provisions
of the Code, Treasury Regulations promulgated thereunder, pertinent judicial
authorities, interpretive rulings of the Internal Revenue Service (the "IRS")
and such other authorities that we have considered relevant. It should be noted
that statutes, regulations, judicial decisions and administrative
interpretations are subject to change at any time and in certain circumstances
with retroactive effect.
Based upon and subject to the assumptions and limitations described
above, it is our opinion that the statements made under the caption
"SUMMARY--Material Federal Income Tax Consequences" and "THE MERGER--Material
Federal Income Tax Consequences" in the Proxy Statement/Prospectus, to the
extent they constitute matters of law or legal conclusions, are accurate in
all material respects.
If any fact, representation or assumption described above or contained
in the Merger Agreement, the Proxy Statement/Prospectus or the Registration
Statement is neither true, correct, nor complete, or in the event of a change in
law after the date hereof adversely affecting the
conclusions reached in this letter, our opinion shall be void and of no force
or effect. You should be aware that although this letter represents our
opinion concerning the matters specifically discussed, it is not binding on
the courts or on any administrative agency, including the IRS, and a court or
agency may act or hold to the contrary. Our opinion is provided to you as a
legal opinion only, and not as a guaranty or warranty, and is limited to the
specific transactions, documents and matters described above. No opinion may
be implied or inferred beyond that which is expressly stated in this letter.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the references to us therein and in the Proxy
Statement/Prospectus. In giving such consent, we do not hereby admit that we are
in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended. We are furnishing this opinion in
connection with the filing of the Registration Statement with the SEC, and
this opinion is not to be used, circulated, quoted or otherwise referred to
for any other purpose without our express consent.
Very truly yours,
Jones, Day, Xxxxxx & Xxxxx
