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Exhibit 8.2
XXXXXXX XXXXXXX & XXXXXXXX
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
October 10, 2000
Associates First Capital Corporation
000 Xxxx Xxxxxxxxx Xxxxxxx
Xxxxxx, Xxxxx 00000-0000
Re: Agreement and Plan of Merger dated as of October 6, 2000, by and
among Citigroup Inc., AFS Merger Sub Inc., and Associates First
Capital Corporation.
Ladies and Gentlemen:
We have acted as special counsel to Associates First Capital
Corporation (the "Company"), a Delaware corporation, in connection with the
proposed merger (the "Merger") of AFS Merger Sub Inc. (the "Merger Sub"), a
Delaware corporation and a direct wholly-owned subsidiary of Citigroup Inc. (the
"Parent"), a Delaware corporation, with and into the Company, with the separate
corporate existence of the Merger Sub ceasing and the Company continuing as the
surviving corporation. The Merger will be consummated pursuant to the Agreement
and Plan of Merger dated as of October 6, 2000, as amended or supplemented
through the date hereof, by and among the Parent, the Merger Sub and the Company
(the "Merger Agreement"). For purposes of this opinion, capitalized terms used
and not otherwise defined herein shall have the meaning ascribed thereto in the
Merger Agreement. This opinion is being delivered in connection with the
Parent's Registration Statement on Form S-4 relating to the proposed Merger
pursuant to the Merger Agreement (the "Registration Statement") to which this
opinion appears as an exhibit.
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In acting as counsel to the Company in connection with the Merger,
we have, in preparing our opinion, as hereinafter set forth, participated in the
preparation of the Merger Agreement and the preparation and filing of the
Registration Statement.
You have requested that we render the opinion set forth below. In
rendering such opinion, we have assumed with your consent that (i) the Merger
will be effected in accordance with the Merger Agreement, (ii) the statements
concerning the Merger set forth in the Merger Agreement and the Registration
Statement are true, complete and correct and will remain true, complete and
correct at all times up to and including the Effective Time, (iii) the
representations made by the Parent and the Company in their respective letters
delivered to us for purposes of this opinion (the "Representation Letters") are
true, complete and correct and will remain true, complete and correct at all
times up to and including the Effective Time, and (iv) any representations made
in the Representation Letters "to the best knowledge of" or similarly qualified
are true, correct and complete without such qualification. We have also assumed
that the parties have complied with and, if applicable, will continue to comply
with, the covenants contained in the Merger Agreement. We have examined the
documents referred to above and the originals, or duplicates or certified or
conformed copies, of such records, documents, certificates or other instruments
and made such other inquiries as in our judgment are necessary or appropriate to
enable us to render the opinion set forth below. We have not, how ever,
undertaken any independent investigation of any factual matter set forth in any
of the foregoing.
If the Merger is effected on a factual basis different from that
contemplated in the Merger Agreement and the Registration Statement the opinion
expressed herein may be inapplicable. Our opinion is based on the Internal
Revenue Code of 1986, as amended (the "Code"), Treasury Regulations,
administrative interpretations, and judicial precedents as of the date hereof.
If there is any subsequent change in the applicable law or regulations, or if
there are subsequently any new applicable administrative or judicial
interpretations of the law or regulations, the opinion expressed herein may
become inapplicable.
Based on and subject to the foregoing, the discussion contained in
the Registration Statement under the caption "THE MERGER-- Federal Income Tax
Consequences of the Merger," constitutes, in all material respects, an accurate
summary of the United States federal income tax matters described therein.
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We express our opinion herein only as to those matters specifically set forth
above and no opinion should be inferred as to the tax consequences of the Merger
under any state, local or foreign law, or with respect to other areas of United
States federal taxation. We are members of the Bar of the State of New York, and
we do not express any opinion herein concerning any law other than the federal
law of the United States.
We hereby consent to the filing of this opinion as Exhibit 8.2 to
the Registration Statement and to the references to our firm name therein.
Very truly yours,
/s/ Xxxxxxx Xxxxxxx & Xxxxxxxx
XXXXXXX XXXXXXX & XXXXXXXX
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