Exhibit 8.1
________________ , 1999
Eagle Pacific Industries, Inc.
000 Xxxxx Xxxxxxx Xxxxxx
0000 Xxxxxxxxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Re: Agreement and Plan of Merger by and among Condea Vista Company,
Eagle Pacific Holdings, Inc., CV Merger Sub, Inc. and
Eagle Pacific Industries, Inc. dated as of December 11, 1998
Ladies/Gentlemen:
You have requested our opinion as to certain United States federal income
tax consequences of the merger (the "Merger") of CV Merger Sub, Inc. ("Merger
Subsidiary"), a Delaware corporation and a wholly-owned subsidiary of Eagle
Pacific Holdings, Inc. ("Parent"), a Delaware corporation, with and into Eagle
Pacific Industries, Inc. (the "Company"), a Minnesota corporation. The Merger is
being consummated pursuant to the Agreement and Plan of Merger, by and among
Condea Vista Company, a Delaware corporation, Parent, Merger Subsidiary, and the
Company dated as of December 11, 1998 (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 Proxy Statement/Prospectus
constituting part of the Registration Statement on Form S-4 filed by Parent with
the Securities and Exchange Commission on _______________ , 1999, 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 Proxy Statement/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 Parent and the Company in tax certificates provided to us dated February __,
1999, and we have assumed that such representations will continue to be true,
correct, and complete through the Effective Time.
Eagle Pacific Industries, Inc.
__________________, 1999
Page 2
Based upon the foregoing, in reliance thereon and subject thereto, and
based upon the Internal Revenue Code of 1986, as amended (the "Code"), 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 Parent, Merger Subsidiary, and the Company will be a party to such
reorganization within the meaning of Section 368(b) of the Code. Furthermore, we
hereby confirm that the discussion set forth under the caption "The
Merger--Certain Federal Income Tax Consequences" in the Proxy
Statement/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, accurately
reflects our opinion of the material United States federal income tax
consequences of the Merger.
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. We consent
to the use of this opinion as an Exhibit to the Proxy Statement/Prospectus, and
to the references to Xxxxxxxxxx & Xxxxx, P.A. under the captions "The Merger
Agreement--Certain Federal Income Tax Consequences" and "Legal Matters" in the
Proxy Statement/Prospectus.
Very truly yours,
XXXXXXXXXX & XXXXX, P.A.
By
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