Exhibit 8
[PILLSBURY WINTHROP LLP LETTERHEAD]
February 13, 2002
MasterCard International Incorporated
0000 Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxx Xxxx 00000
MasterCard Incorporated
0000 Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxx Xxxx 00000
Re: Share Exchange and Integration Agreement
by and among MasterCard Incorporated,
MasterCard International Incorporated, and
EUROPAY INTERNATIONAL S.A. AND RELATED DOCUMENTS
Ladies and Gentlemen:
We have acted as special tax counsel for MasterCard International
Incorporated, a Delaware non-stock corporation ("MasterCard International"), and
MasterCard Incorporated, a Delaware stock corporation ("MasterCard
Incorporated"), in connection with:
(i) the proposed merger of MasterCard Merger Sub, Inc., a Delaware
non-stock corporation and wholly-owned subsidiary of
MasterCard Incorporated ("Merger Sub"), with and into
MasterCard International, with MasterCard International
surviving (the "Conversion"); and
(ii) the proposed transfer by (A) the shareholders of Europay
International S.A., a Belgian company limited by shares
("Europay"), other than MasterCard/Europay U.K. Limited, a
United Kingdom limited company ("MEPUK") and MasterCard
International, of their shares of Europay stock and (B) the
shareholders of MEPUK of their shares of MEPUK stock, in each
case to MasterCard Incorporated in exchange for shares of
MasterCard Incorporated stock (the "Integration").
In connection with the Conversion and Integration, MasterCard
Incorporated has filed a registration statement on Form S-4 (as amended, the
"Registration Statement") with the United States Securities and Exchange
Commission (the "Commission").
February 13, 2002
Page 2
As special tax counsel to MasterCard International and MasterCard
Incorporated, we have examined certain documents(1) and the proxy
statement-prospectus to be used in connection with the Conversion and
Integration (the "Proxy Statement"), including the discussions contained therein
under the headings "Questions and Answers About the Conversion; Q: What are the
U.S. federal income tax consequences of the conversion?," "Questions and Answers
About the Integration; Q: What are the U.S. federal income tax consequences of
the integration?," and "Federal Income Tax Consequences of the Conversion and
the Integration." The Proxy Statement is part of the Registration Statement.
Except as otherwise provided, capitalized terms not defined herein have
the meanings ascribed to them in the Integration Agreement or in the letter that
MasterCard International has delivered to us on or about the date hereof that
contains certain statements and representations upon which we have relied for
purposes of this opinion (the "Representation Letter").
This opinion is based upon and subject to:
(i) the Conversion and Integration being effected in the manner
described in the Proxy Statement and in accordance with the
terms of the Operative Documents;
(ii) the accuracy and completeness of the statements and
representations in the Representation Letter, and their
continuing accuracy and completeness at all times through each
of the Closing Date, the Transition Date and the second
anniversary of the Transition Date;
(iii) the accuracy and completeness of the statements concerning the
Conversion and Integration set forth in the Proxy Statement,
including
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(1) The documents that we have examined include (i) the Share Exchange and
Integration Agreement by and among MasterCard Incorporated, MasterCard
International, and Europay (the "Integration Agreement"), (ii) the
Agreement and Plan of Merger by and among MasterCard International,
MasterCard Incorporated and Merger Sub, (iii) the Share Exchange Agreement
by and among MasterCard Incorporated, MasterCard International and each
Europay shareholder, other than MEPUK and MasterCard International, (iv)
the Amended and Restated Certificate of Incorporation of MasterCard
Incorporated, (v) the Amended and Restated Bylaws of MasterCard
Incorporated, (vi) the Amended and Restated Certificate of Incorporation of
MasterCard International, (vii) the Amended and Restated Bylaws of
MasterCard International and (viii) the Share Exchange Agreement by and
among MasterCard Incorporated and the shareholders of MEPUK, in each case
in the form filed as an exhibit to the Registration Statement
(collectively, the "Operative Documents").
February 13, 2002
Page 3
the purposes of MasterCard International for consummating the
Conversion and Integration;
(iv) the accuracy and completeness of the representations set forth
in any Operative Document; and
(v) our assumptions that (A) any statement or representation in
the Representation Letter or in any Operative Document that is
directly or indirectly qualified by "knowledge," "belief,"
"understanding," "estimation" or other similar qualification
is accurate and complete as if it had been made without any
qualification, and (B) in the case of any statement or
representation in the Representation Letter or in any
Operative Document relating to the absence of any plan,
intention, understanding or agreement, there is in fact no
such plan, intention, understanding or agreement.
On the basis of the foregoing and upon consideration of applicable law,
subject to the limitations set forth herein and the qualifications stated
therein, the discussion set forth under the caption "Federal Income Tax
Consequences of the Conversion and Integration" in the Proxy Statement, insofar
as it relates to matters of law and legal conclusions, constitutes our opinion
as to the material United States federal income tax consequences of the
Conversion or the Integration, or both, to the principal members of MasterCard
International, the shareholders of Europay and MEPUK, MasterCard International
and MasterCard Incorporated.
This opinion is limited to the federal income tax laws of the United
States and does not consider the effects of any state, local or non-United
States tax laws or any United States federal laws other than those pertaining to
income taxation. This opinion may not be relied upon except as to the
consequences specifically discussed herein. This opinion is based on the
Internal Revenue Code of 1986, as amended, Treasury regulations promulgated
thereunder, Internal Revenue Service rulings interpreting the foregoing, and
pertinent judicial authority, all as in effect on the date hereof, and assumes
that no substantial changes in such authorities will be promulgated or occur
between the date hereof and each of the Closing Date, the Transition Date and
the second anniversary of the Transition Date.
We hereby consent to being named in the Registration Statement as
special tax counsel that has passed upon the above-referenced United States
federal income tax matters with respect to the Conversion and Integration for
MasterCard Incorporated. We
February 13, 2002
Page 4
also hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent we do not thereby admit that we
are in 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
Commission thereunder.
Very truly yours,
/s/ Pillsbury Winthrop LLP
