EXHIBIT 8.2
000-000-0000
[Letterhead of]
XXXXX POLK& XXXXXXXX
[New York Office]
April __, 1997
Re: Amended and Restated Agreement and Plan of Merger
Dated as of April __, 1997 between Xxxxxx Xxxxxxx
Group Inc. and Xxxx Xxxxxx, Discover & Co.
-------------------------------------------------
Xxxxxx Xxxxxxx Group Inc.
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
We have acted as counsel for Xxxxxx Xxxxxxx Group Inc., a Delaware
corporation ("MS"), in connection with the proposed merger (the "Merger") of MS
with and into Xxxx Xxxxxx, Discover & Co., a Delaware corporation ("DWD"),
pursuant to an Amended and Restated Agreement and Plan of Merger dated as of
April __, 1997 (the "Merger Agreement") between MS and DWD pursuant to which
each issued and outstanding share of MS common stock will be converted into DWD
common stock and each issued and outstanding share of MS preferred stock will be
converted into a corresponding series of DWD preferred stock.
In that connection, you have requested our opinion regarding certain United
States federal income tax consequences of the Merger. In providing our opinion,
we have examined the Merger Agreement, the joint proxy statement/prospectus of
MS and DWD to be dated as of April [ ], 1997 (the "Proxy Statement-Prospectus"),
and such other documents and corporate records as we have deemed necessary or
appropriate for purposes of our opinion. In addition, we have assumed that (i)
the Merger will be
consummated in the manner contemplated by the Proxy Statement-Prospectus and in
accordance with the provisions of the Merger Agreement and (ii) the
representations made to us by MS and DWD in their respective letters to us dated
April [ ], 1997, and delivered to us for purposes of this opinion are accurate
and complete.
Based upon the foregoing, in our opinion, 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"); MS and DWD
will each be a party to that reorganization within the meaning of Section 368(b)
of the Code; no gain or loss will be recognized by the stockholders of MS
upon their exchange of MS stock for DWD stock under Section 354 of the Code
(except to the extent such a stockholder receives cash in lieu of fractional
shares and to the extent of a payment of transfer taxes made on behalf of such
stockholder, if any); and no gain or loss will be recognized by MS upon the
Merger.
We are members of the Bar of the State of New York. The opinions expressed
herein are based upon existing statutory, regulatory and judicial authority, any
of which may be changed at any time with retroactive effect. In addition, our
opinions are based solely on the documents that we have examined, the additional
information that we have obtained, and the statements contained in the letters
from MS and DWD referred to above, which we have assumed will be true as of the
effective time of the Merger. Our opinions cannot be relied upon if any of the
facts pertinent to the United States federal income tax treatment of the Merger
stated in such documents or in such additional information is, or later becomes,
inaccurate, or if any of the statements contained in the letters from MS or DWD
referred to above are, or later become, inaccurate. Finally, our opinions are
limited to the tax matters specifically covered hereby, and we have not been
asked to address, nor have we addressed, any other tax consequences of the
Merger or any other transactions.
We hereby consent to the inclusion of this opinion as an exhibit to the
Registration Statement and to the reference to us in the Proxy Statement-
Prospectus under the caption "The Merger--Federal Income Tax Considerations."
This opinion is rendered solely to MS in connection with the Merger. No
other person or party shall be entitled to rely on this opinion.
Very truly yours,
[Xxxxx Xxxx & Xxxxxxxx]
