OmniReliant Holdings, Inc.
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XXXX
X. XXXXXXXX
xxxxxxxxx@xxxxxxxx.xxx
(000)
000-0000 [Direct
Line]
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1801
N. Highland Avenue
Tampa,
Florida 00000
(000)
000-0000[Phone]
(000)
000-0000 [Fax]
xxx.xxxxxxxx.xxx
Mailing
Address:
Post
Office Box 3913
Tampa,
Florida
33601-3913
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__________,
2009
0000 X.
Xxxxxxxxx Xxx.
Tampa, FL
33624
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Re.
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Agreement
and Plan of Merger by and among OMNIRELIANT HOLDINGS, INC., OMNIRELIANT
ACQUISITION SUB, INC., XXXXXXX.XXX, INC., ABAZIAS, INC., a
Delaware corporation, and ABAZIAS, INC., a Nevada
corporation.
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Our
file no. 12297.1
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Ladies
and Gentlemen:
We have acted as counsel to OMNIRELIANT
HOLDINGS, INC. (“Parent”), in
connection with the proposed merger (the “Merger”) of ABAZIAS,
INC., a Delaware corporation (“Target”), with and
into OMNIRELIANT ACQUISITION SUB, INC., a Nevada corporation (“Merger Sub”),
pursuant to the terms of the Agreement and Plan of Merger dated as of April 29,
2009 (the “Reorganization
Agreement”) by and among Parent, Merger Sub, XXXXXXX.XXX, INC., a Nevada
corporation (“Xxxxxxx.xxx”),
Target, and ABAZIAS, INC., a Nevada corporation (“Abazias-NV”), as
described in the Registration Statement on Form S-4 filed by Parent with the
Securities and Exchange Commission today (the “Registration
Statement”). This opinion is being rendered pursuant to your request and
the requirements of Item 601(b)(8) of Regulation S-K – Standard Instructions for
Filing Forms Under Securities Act of 1933 and the Securities Exchange Act of
1934. All capitalized terms, unless otherwise specified, have the meaning
assigned to them in the Registration Statement.
With your approval, as to factual
matters that affect our opinions, we have relied solely on our examination of
the following documents and have made no independent verification of the facts
asserted to be true and correct in those documents:
(i) the
Reorganization Agreement, a copy of which is attached hereto;
Page
2
(ii) the
OmniReliant Holdings, Inc. Statement of Designation, Powers, Preferences and
Rights of Series E Preferred Stock approved by Xxxxxx’s Board of Directors on
April 29, 2009, a copy of which is attached hereto;
(iii) the
Executive Employment Agreement by and between Xxxxxxx.xxx and Xxxxx Xxxxxxxxx,
effective December 3, 2008, a copy of which is attached hereto;
(iv) the
Executive Employment Agreement by and between Xxxxxxx.xxx and Xxxxx Xxxx,
effective December 3, 2008, a copy of which is attached hereto;
(v) the
Consulting Agreement by and between Target and Strategic Capital Advisors, Inc.,
a Nevada Corporation, effective November 1, 2007, a copy of which is attached
hereto;
(vi) written
representations and covenants of Parent concerning certain facts underlying and
relating to the Merger set forth in the Representation Letter from Target to us
dated as of June 9, 2009, executed by Xxxx Xxxxxxxx, a copy of which is attached
hereto;
(vii) written
representations and covenants of Target concerning certain facts underlying and
relating to the Merger set forth in the Representation Letter from Target to us
dated as of May 21, 2009, executed by Xxxxx Xxxxxxxxx, a copy of which is
attached hereto;
(viii) the
Form S-4 Registration Statement Under the Securities Act of 1933 as filed with
the Securities and Exchange Commission on May 7, 2009; and
(ix) such
other documents as we have deemed necessary or appropriate in order to enable us
to render the opinion below.
In our
examination, we have assumed the genuineness of all signatures, the legal
capacity of all natural persons, the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents submitted
to us as certified, conformed or photostatic copies, and the authenticity of the
originals of such copies. We have consequently assumed in rendering
these opinions that the information presented in the above-referenced documents
or otherwise furnished to us accurately and completely describes in all material
respects all facts relevant to the Merger.
We have
also assumed for purposes of rendering these opinions that (i) the
representations of the Parent and Target set forth in the Representation Letters
are true, complete, and correct, without any qualification set forth in the
Representation Letters to the effect that a representation therein is made to a
person’s knowledge; (ii) the statements made concerning the Merger in the
Reorganization Agreement are true, complete, and correct; (iii) the Merger will
be consummated in accordance with the terms of the Reorganization Agreement;
(iv) the Merger will comply in all respects with applicable law and will be a
valid merger under the Laws of the State of Nevada pursuant to Article I of the
Reorganization Agreement; and (v) the Parent and Target have complied with and
will continue to comply with the covenants and agreements set forth in the
Representation Letters and the Reorganization Agreement. Our opinions
could be affected if any of the facts set forth in the Merger Agreement or the
Representation Letters are or become inaccurate or if there is a failure to
comply with any of the covenants and agreements set forth in the Reorganization
Agreement or the Representation Letters.
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3
The
opinions set forth below are based solely on the Internal Revenue Code of 1986,
as amended (the “Code”), the
legislative history with respect thereto, rules and regulations promulgated by
the Treasury Department thereunder, court decisions, and published rulings and
administrative pronouncements issued by the Internal Revenue Service with
respect to all of the forgoing, all as in effect and existing on the date
hereof, and all of which are subject to change at any time, possibly on a
retroactive basis. In addition, there can be no assurance that
positions contrary to those stated in our opinions may not be asserted by the
Internal Revenue Service, or that a court considering these issues would not
hold contrary to such opinions.
Based on and subject to the foregoing,
and subject to the qualifications and limitations stated herein and such
examinations of law as we have deemed necessary, we are of the opinion that, for
U.S. federal income tax purposes (i) the merger of Target with and into Merger
Sub pursuant to and in accordance with the terms of the Reorganization Agreement
will constitute a “reorganization” within the meaning of Section 368(a) of the
Code, and (ii) Target and Parent will each be a “party to a reorganization”
within the meaning of Section 368(b) of the Code.
We
express our opinions 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 U.S.
federal taxation. The opinions stated above represent our conclusions
as to the application of the U.S. federal income tax laws existing as of the
date of this letter. We can give no assurance that legislative
enactments, administrative changes, or court decisions may not be forthcoming
that would modify or supersede our opinions.
The
opinions set forth above represent our conclusions based on the assumptions,
documents, facts, and representations referred to above. Any material
amendments to such documents, changes in any significant facts, or inaccuracy of
such assumptions or representations could affect the accuracy of our
opinions. The opinions set forth herein are as of the date hereof,
and we undertake no obligation to update these opinions in the event that there
is either a change in the legal authorities, facts, or documents on which these
opinions are based on an inaccuracy in the representations or assumptions on
which we have relied in rendering these opinions.
Pursuant
to U.S. Treasury Circular 230, you are hereby informed that the U.S. federal tax
advice contained herein (i) is not intended or written to be used, and cannot be
used, by any taxpayer for the purpose of avoiding U.S. tax penalties and (ii) is
written in connection with the Reorganization Agreement. Each
taxpayer should seek advice based on its particular circumstances from an
independent tax advisor.
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4
These
opinions are being provided to you for your benefit in connection with the
Merger. We hereby consent to (i) the discussion of this tax opinion
in the Registration Statement, (ii) the reproduction of this tax opinion as an
exhibit to the Registration Statement and (iii) being named in the Registration
Statement. These opinions are furnished solely for the purposes
specifically provided herein and may not be relied on for any other purpose
without our express written consent.
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Very
truly yours,
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XXXX
XXXX, P.A.
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By:
Xxxx X. Xxxxxxxx,
Vice-President
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