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EXHIBIT 8
[LETTERHEAD OF XXXXXX, XXXXXXX & XXXXXXX L.L.P.]
, 1999
CCAIR, Inc.
and Its Shareholders
Re: Merger of Mesa Merger Corporation with and into CCAIR, Inc.
Gentlemen:
Pursuant to section of the Merger Agreement dated , 1998, among
Mesa Air Group, Inc. ("Mesa Air"), Mesa Merger Corporation, a newly formed and
wholly owned subsidiary of Mesa Air ("Mesa Merger Corporation"), and CCAIR, Inc.
("CCAIR") (the "Merger Agreement"), our opinion has been requested by Mesa Air
and CCAIR with respect to certain of the federal income tax consequences of the
merger of CCAIR with and into Mesa Merger Corporation (the "Merger"). Under the
terms of the Merger Agreement, the shareholders of CCAIR will be permitted to
elect to receive either Mesa Air stock, cash or some combination of Mesa Air
stock and cash, provided that at least 80% of the fair market value of the
consideration received by the CCAIR shareholders must be Mesa Air stock.
DOCUMENTS EXAMINED
In connection with the rendering of our opinion, we have examined the following:
1. The Merger Agreement;
2. The Registration Statement on Form S-4 under the Securities Act of 1933
filed by Mesa Air with respect to the Mesa Air stock to be issued in
connection with the Merger (the "Registration Statement");
3. The Representation Certificates of Mesa Air, Mesa Merger Corporation,
CCAIR and certain shareholders of CCAIR; and
4. Such other documents, records, and matters of law as we have deemed
necessary or appropriate in connection with rendering this opinion.
In our review and examination of the foregoing, we have assumed the genuineness
of all signatures and the authenticity of all documents submitted to us as
originals and the conformity to original documents of all documents submitted to
us as certified or duplicate copies thereof. We have further assumed that the
execution and delivery of any of the foregoing have been duly authorized by all
necessary corporate actions in order to make the foregoing valid and legally
binding obligations of the parties, enforceable in accordance with their terms,
except as enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws, both state and federal,
affecting the enforcement of creditors' rights or remedies in general from time
to time in effect and the exercise by courts of equity powers or their
application of principles of public policy.
FACTUAL ASSUMPTIONS
In rendering this opinion, we have made the following assumptions as to factual
matters.
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1. The representations and warranties of the parties contained in the
documents listed in the section entitled DOCUMENTS EXAMINED that may be
deemed material to this opinion are all true in all material respects as
of the date hereof;
2. The representations as to factual matters of CCAIR, Mesa Merger
Corporation and Mesa Air contained in one or more Representation
Certificates are all true in all material respects as of the date
hereof;
3. The Merger, and all transactions related thereto or contemplated by the
Merger Agreement and the Registration Statement, shall be consummated in
accordance with the terms and conditions of the applicable documents;
and
4. The Merger will qualify as a merger under applicable state corporation
law.
LIMITATIONS ON OPINION
The following limitations apply with respect to this opinion:
1. This opinion is based upon the current provisions of the Internal
Revenue Code of 1986, as amended (the "Code"), the Treasury Regulations
promulgated thereunder (including proposed Treasury regulations), and
the interpretations thereof by the Internal Revenue Service and those
courts having jurisdiction over such matters as of the date hereof, all
of which are subject to change either prospectively or retrospectively.
No opinion is rendered with respect to the effect, if any, of any
pending or future legislation or administrative regulation or ruling
that may have a bearing on any of the foregoing.
2. We have not been asked to render an opinion with respect to any federal
income tax matters except those set forth below, nor have we been asked
to render an opinion with respect to any state or local tax consequences
of the Merger. Accordingly, this opinion should not be construed as
applying in any manner to any tax aspect of the Merger other than as set
forth below.
3. All factual assumptions set forth above are material to all opinions
herein rendered and have been relied upon by us in rendering all such
opinions. Any material inaccuracy in any one or more of the assumed
facts may nullify all or some of the conclusions stated in such opinion.
OPINION
Based upon and subject to the foregoing, it is our opinion that the Merger will
constitute a reorganization within the meaning of sections 368(a)(1)(A) and
368(a)(2)(D) of the Code, and that, accordingly,
1. None of Mesa Air, CCAIR or Mesa Merger Corporation will recognize gain
solely as a result of the Merger.
2. No gain or loss will be recognized by the shareholders of CCAIR on the
exchange of their shares of CCAIR stock for any shares of Mesa Air stock
(except for any gain or loss attributable to any cash received pursuant
to the exercise of statutory dissenters' rights or pursuant to the terms
of the Merger Agreement, including cash received in lieu of fractional
share interests in Mesa Air stock).
3. The federal income tax basis of the Mesa Air stock received by the
shareholders of CCAIR (including any fractional share that a shareholder
is deemed to receive)
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for their shares of CCAIR stock will be the same as the federal income
tax basis of the CCAIR stock surrendered in exchange therefor, decreased
by the amount of cash, if any, received in the exchange and increased by
the amount of gain recognized on the exchange.
4. The holding period for the Mesa Air stock received by the shareholders
of CCAIR (including any fractional share that a shareholder is deemed to
receive) in exchange for their shares of CCAIR stock will include the
period for which the CCAIR stock exchanged therefor was held, provided
that the exchanged CCAIR stock was held as a capital asset by such
shareholder on the date of the exchange.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Respectfully submitted,
XXXXXX, XXXXXXX & XXXXXXX L.L.P.
