Fulbright & Jaworski L.L.P. A Registered Limited Liability Partnership Fulbright Tower 1301 McKinney, Suite 5100 Houston, Texas 77010-3095 www.fulbright.com
Exhibit 8.1
Fulbright & Xxxxxxxx L.L.P.
A Registered Limited Liability Partnership
Fulbright Tower
0000 XxXxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000-0000
xxx.xxxxxxxxx.xxx
A Registered Limited Liability Partnership
Fulbright Tower
0000 XxXxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000-0000
xxx.xxxxxxxxx.xxx
Telephone: |
(000) 000-0000 | Facsimile: | (000) 000-0000 |
March 25, 2008
Xxxxxx Industries, Ltd.
Xxxxxx B-Line, Inc
Xxxxxx Bussmann, LLC
Xxxxxx Xxxxxx-Xxxxx, LLC
Xxxxxx Lighting, LLC
Xxxxxx Power Systems, LLC
Xxxxxx Wiring Devices, Inc.
Xxxxxx US, Inc.
Xxxxxx B-Line, Inc
Xxxxxx Bussmann, LLC
Xxxxxx Xxxxxx-Xxxxx, LLC
Xxxxxx Lighting, LLC
Xxxxxx Power Systems, LLC
Xxxxxx Wiring Devices, Inc.
Xxxxxx US, Inc.
c/o Cooper Industries, Ltd.
000 Xxxxxx
Xxxxxxx, Xxxxx 00000
000 Xxxxxx
Xxxxxxx, Xxxxx 00000
Ladies and Gentlemen:
We have acted as special United States counsel to Xxxxxx Industries, Ltd., a Bermuda company
(“Cooper Parent”) and Xxxxxx US, Inc., a Delaware corporation (“Xxxxxx US”), in connection with the
proposed offering by Xxxxxx US of $300,000,000 aggregate principal amount of Xxxxxx US’s 5.45%
Senior Notes due 2015 (the “Notes”) to be fully and unconditionally guaranteed by Cooper Parent, as
well as Xxxxxx B-Line, Inc., a Delaware corporation, Xxxxxx Bussmann, LLC, a Delaware limited
liability company, Cooper Xxxxxx-Xxxxx, LLC, a Delaware limited liability company, Xxxxxx Lighting,
LLC, a Delaware limited liability company, Xxxxxx Power Systems, LLC, a Delaware limited liability
company, and Xxxxxx Wiring Devices, Inc., a New York corporation (collectively, the “Subsidiary
Guarantors” and with Cooper Parent, the “Guarantors”) pursuant to guarantees. We refer to the
Registration Statement on Form S-3 (Registration No. 333-143688) (the “Registration Statement”),
filed with the Securities and Exchange Commission (the “Commission”) by Xxxxxx US and the
Guarantors on June 13, 2007, including the base prospectus contained therein, and the prospectus
supplement (the “Prospectus Supplement”) filed with the
Commission on March 25, 2008, relating to the offering of the Notes.
We hereby confirm to you that the discussion set forth in the Prospectus Supplement under the
heading “Material U.S. Federal Income Tax Considerations” (the “Discussion”), is our opinion
insofar as the Discussion contains statements of U.S. federal income tax law or legal
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March 25, 2008
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conclusions, based upon current laws and subject to the limitations, qualifications and
assumptions stated in the Discussion.
No opinion is expressed as to any matter not specifically addressed above, including any tax
consequences to holders of the Notes under state, local or non-United States laws and the
reasonableness of the assumptions relied upon by us in rendering the opinion set forth herein.
We hereby consent to the references to this firm under the caption “Legal Matters” in the
Prospectus Supplement and to the filing of this opinion as an exhibit to the Registration
Statement. By giving such consent, we do not admit that we are within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933 or the rules and
regulations thereunder.
Very truly yours, | ||
/s/ FULBRIGHT & XXXXXXXX L.L.P. | ||
Fulbright & Xxxxxxxx L.L.P. |