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EXHIBIT 8.1
[LETTERHEAD]
August 20, 1998
RMI Titanium Company
000 Xxxxxx Xxxxxx
Xxxxx, Xxxx 00000
Re: Proposed Merger of RMI Acquisition Company With and Into
RMI Titanium Company
Dear Sir or Madam:
Pursuant to Section 6.4 of the Agreement and Plan of Merger by
and among RMI Titanium Company, an Ohio corporation ("RMI Titanium"), RTI
International Metals, Inc., an Ohio corporation ("RTI Holdings"), and RMI
Acquisition Company, an Ohio corporation ("MergeCo") (the "Merger Agreement"),
RMI Titanium has requested our opinion regarding certain federal income tax
consequences of the proposed statutory merger of MergeCo with and into RMI
Titanium (the "Merger"). Under the terms of the Merger Agreement, shares of RMI
Titanium Common Stock will be converted into shares of RTI Holdings Common
Stock.
In connection with this opinion, we have examined such
documents and matters of law and fact as we have considered appropriate,
including the proposed form of the Merger Agreement and the Registration
Statement of RTI Holdings on Form S-4 under the Securities Act of 1933, to be
filed on or about August 20, 1998 with the Securities and Exchange Commission.
In rendering this opinion, we have made the following
assumptions as to factual matters:
1. The representations and warranties of the parties and the
factual information contained in the documents listed above that may be deemed
to be material to this opinion are true in all material respects as of the date
hereof;
2. The Merger, and all transactions related thereto or
contemplated by the Merger Agreement and the Registration Statement, will be
consummated in accordance with the terms and conditions of the applicable
documents;
3. The Merger will qualify as a merger under applicable state
corporate law;
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DOEPKEN KEEVICAN & XXXXX
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RMI Titanium Company
August 20, 1998
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4. RMI Titanium has formed RTI Holdings and MergeCo in order
to implement and facilitate the Merger and the corporate restructuring of which
it is a part. Immediately prior to the effective time of the Merger, RTI
Holdings will be a wholly owned subsidiary of RMI Titanium and MergeCo will be a
wholly owned subsidiary of RTI Holdings. The rights, preferences, privileges and
restrictions of the currently outstanding RMI Titanium Common Stock are
substantially identical to those of RTI Holdings Common Stock into which they
will be converted in the Merger; and
5. Pursuant to the Merger Agreement, and for good and
persuasive business reasons, MergeCo, at the effective time of the Merger, will
be merged with and into RMI Titanium in accordance with applicable state law,
and RMI Titanium will continue as the surviving corporation. As a result of the
Merger: (i) MergeCo's separate corporate existence will cease, and RMI Titanium
will hold substantially all of RMI Titanium's assets and business and
substantially all of the assets of MergeCo; (ii) each share of RMI Titanium
Common Stock issued and outstanding immediately prior to the effective time of
the Merger will be automatically converted into the right to receive one share
of RTI Holdings Common Stock; (iii) each share of RTI Holdings Common Stock
issued and outstanding immediately prior to the effective time of the Merger
will be canceled; and (iv) RMI Titanium will become a wholly owned subsidiary of
RTI Holdings.
Based upon the aforementioned assumptions, and our review and
analysis of the current state of the law, it is our opinion that if the Merger
Agreement is consummated in accordance with its terms, for federal income tax
purposes:
(a) The Merger and the issuance of RTI Holdings Common Stock
in connection therewith will constitute a tax-free reorganization under Section
368(a)(1) of the Internal Revenue Code of 1986, as amended (the "Code");
(b) No gain or loss will be recognized by holders of RMI
Titanium Common Stock who receive RTI Holdings Common Stock in exchange for the
shares of RMI Titanium Common Stock which they hold (except for any gain or loss
attributable to any cash received pursuant to the exercise of statutory
dissenters' rights);
(c) For federal income tax purposes, the holding period of RTI
Holdings Common Stock received in exchange for RMI Titanium Common Stock will
include the holding period of the RMI Titanium Common Stock for which it is
exchanged, assuming that the shares of RMI Titanium Common Stock are capital
assets in the hands of the holder thereof at the time of the Merger; and
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DOEPKEN KEEVICAN & XXXXX
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RMI Titanium Company
August 20, 1998
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(d) The federal income tax basis of RTI Holdings Common Stock
received by the shareholders of RMI Titanium pursuant to the Merger will be the
same as the federal income tax basis of the shares of RMI Titanium Common Stock
exchanged therefor.
This opinion is based upon current authorities and upon facts
and assumptions as of this date. It addresses only the classification of the
Merger as a reorganization under Section 368(a)(1) of the Code and the other
federal income tax consequences described in paragraphs (a), (b), (c) and (d)
above, and does not address any other federal, state, local, or foreign tax
consequences that may result from the Merger or any other transaction, related
or otherwise. It is subject to change in the event of a change in the applicable
law or a change in the interpretation of such law by the courts or by the
Internal Revenue Service. There can be no assurance that legislative or
administrative changes or court decisions will not be forthcoming that would
significantly modify this opinion. Any such changes may or may not be
retroactive with respect to transactions prior to the date of such changes. This
opinion has no binding effect or official status, and accordingly, no assurance
can be given that the positions set forth herein will be sustained by a court,
if contested. No ruling will be obtained from the Internal Revenue Service with
respect to the Merger.
We hereby consent to the filing of this opinion as Exhibit 8.1
to the Registration Statement and to the reference of our firm under the
captions "Summary--Certain Federal Income Tax Consequences" and "Proposal to
Form a Holding Company--Certain Federal Income Tax Consequences" in the proxy
statement/prospectus contained therein.
Very truly yours,
Doepken Keevican & Xxxxx
Professional Corporation
