[LeBoeuf, Xxxx, Xxxxxx & XxxXxx, L.L.P. Letterhead]
EXHIBIT 8.1
July 22, 1999
Connecticut Energy Corporation
000 Xxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxxx 00000
Re: Agreement and Plan of Merger (the "Merger Agreement") By and Among
Connecticut Energy Corporation ("Connecticut Energy"), Energy East
Corporation ("Energy East") and Merger Co., a wholly owned subsidiary
of Energy East, Dated as of April 23, 1999 (the "Merger")
Ladies and Gentlemen:
You have requested our opinion relating to certain federal income tax
consequences arising out of the transactions described in the Merger Agreement.
Capitalized terms used but not defined in this letter have the meaning given
them in the Merger Agreement.
Our conclusions are based upon the facts and representations set forth in
the Proxy Statement/Prospectus of Connecticut Energy and Energy East (the "Proxy
Statement/Prospectus") included in the Registration Statement of Energy East on
Form S-4 and accompanying exhibits to be filed in connection with the Merger
(the "Registration Statement"). We have made no independent investigation with
regard to the facts and representations set forth in the Proxy
Statement/Prospectus and the Registration Statement. In rendering our opinion we
have assumed, with your consent, that the preceding facts or representations are
true, complete and accurate as of the date hereof and will be true, complete and
accurate as of the Effective Time.
In rendering our opinion, we have considered the applicable provisions of
the Code, Treasury Regulations promulgated thereunder, pertinent judicial
authorities, interpretive rulings of the Internal Revenue Service (the
"Service") and such other authorities as we have considered relevant. It should
be noted that statutes, regulations, judicial decisions and administrative
interpretations are subject to change at any time and in certain circumstances
with retroactive effect.
Based upon and subject to the assumptions and limitations described above,
our examination of the Merger Agreement, the facts and representations set forth
in the Proxy Statement/Prospectus and the Registration Statement and the
relevant legal authorities, it is our opinion that the statements made under the
caption "SUMMARY--Material Federal Income Tax Consequences" and "THE
MERGER--Material Federal Income Tax Consequences" in the Proxy
Statement/Prospectus, to the extent they constitute matters of law or legal
conclusions, are correct in all material respects.
If any fact, representation or assumption described above or contained in
the Merger Agreement, the Proxy Statement/Prospectus or Registration Statement
is not true, correct and complete, or in the event of a change in law after the
date hereof adversely affecting the conclusions reached in this letter, our
opinion shall be void and of no force or effect. You should be aware that
although this letter represents our opinion concerning the matters specifically
discussed, it is not binding on the courts or on any administrative agency,
including the Service, and a court or agency may act or hold to the contrary.
Our opinion is provided to you as a legal opinion only, and not as a guaranty or
warranty, and is limited to the specific transactions, documents and matters
described above. No opinion may be implied or inferred beyond that which is
expressly stated in this letter.
Our opinion may not be relied upon by any person or entity other than you,
and no person may be subrogated to any rights you have in connection with our
opinion. We hereby consent to the filing of
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this opinion as an exhibit to the Proxy Statement/Prospectus and the reference
to the above mentioned opinion under "THE MERGER--Material Federal Income Tax
Consequences." In giving such consent, we do not hereby admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended. Without our prior written consent, this opinion may not
be furnished to any other person or entity and may not be quoted in whole or in
part or otherwise referred to in (or be the basis for) any report or document
furnished to any person or entity, except in connection with inspection of the
addressee's files by internal company or governmental examiners or auditors.
Very truly yours,
/s/ XxXxxxx, Xxxx, Xxxxxx & XxxXxx,
L.L.P.
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