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Exhibit 8.1
May 6, 1999
CMAC Investment Corporation
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Ladies and Gentlemen:
Pursuant to an Agreement and Plan of Merger dated as of November 22, 1998 (the
"Merger Agreement") among Xxxxxx Corporation, a Delaware corporation ("Xxxxxx")
and CMAC Investment Corporation, a Delaware corporation ("CMAC"), Xxxxxx will
merge with and into CMAC (the "Merger") and CMAC will change its name to Radian
We have acted as counsel to CMAC in connection with the Merger and in that
connection, you have requested our opinion as to the material federal income tax
consequences of the Merger to CMAC and certain holders of CMAC common stock. In
rendering our opinion, we have examined the Merger Agreement, the registration
statement of CMAC dated May 6, 1999 (the "Registration Statement"), the joint
proxy statement of Xxxxxx and CMAC dated May 6, 1999 (the "Proxy Statement")
and such other documents and corporate records as we have deemed necessary or
appropriate. In addition, we have assumed (i) the Merger will be consummated in
the manner contemplated in the Proxy Statement and in accordance with the
provisions of the Merger Agreement, (ii) the statements concerning the Merger
set forth in the Proxy Statement are accurate and complete, and (iii)
representations made to us by Xxxxxx and CMAC in their respective letters to us
dated today and provided to us for the purpose of issuing this opinion are
accurate and complete and will be accurate and complete as of the date the
Merger is effected.
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CMAC, Inc.
May 6, 1999
Page 2
Under current law and on the basis and subject to (i) the accuracy of the
statements and representations contained in the materials referred to above and
the above assumptions and (ii) our considerations of such other matters as we
have deemed necessary, in our opinion:
(A) the merger of Xxxxxx into CMAC will be treated for federal income
tax purposes as a reorganization within the meaning of Section 368(a) of the
Internal Revenue Code of 1986, as amended, (the "Code"), and Xxxxxx and CMAC
will each be a party to the reorganization within the meaning of Section 368(b)
of the Code, and
(B) holders of CMAC common stock will not recognize gain or loss for
United States federal income tax purposes as a result of the Merger; and
You have not requested, and we do not express, an opinion concerning any other
tax consequences of the Merger.
This opinion expresses our views only as to U.S. federal income tax laws in
effect as of the date hereof. It represents our best legal judgment as to the
matters addressed herein, but is not binding on the Internal Revenue Service or
the courts. Accordingly, no assurance can be given that the opinion expressed
herein, if contested, would be sustained by a court. Furthermore, the
authorities upon which we rely are subject to change either prospectively or
retroactively, and any change in such authorities or variation or difference in
the facts from those on which we rely and assume as correct, as set forth above,
might affect the conclusions stated herein.
This opinion is not to be used, circulated, quoted or otherwise referred to for
any purpose without our express written permission. We hereby consent to the
filing of this opinion as an exhibit to the Registration Statement and to the
reference to us in the section captioned "The Merger -- Material Federal Income
Tax Consequences" in the Proxy Statement constituting a part of the Registration
Statement. In giving this consent we do not hereby admit that we come within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
/s/ Xxxxxx, Xxxxx & Xxxxxxx LLP
