EXHIBIT 8.2
[LETTERHEAD OF XXXXXXX XXXXX XXXXXXXXXX & XXXXX, LLP APPEARS HERE]
January 24, 1997
Edge Petroleum Corporation
Texaco Heritage Plaza
0000 Xxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Ladies and Gentlemen:
The Combination Agreement among Old Edge Corporation ("Old Edge"), Edge
Group II Limited Partnership (Edge Group II), Edge Group Partnership ("Edge
Group"), Gulfedge Limited Partnership ("Gulfedge"), Edge Mergeco, Inc.
("Mergeco"), and Edge Petroleum Corporation (the "Company"), dated December 3,
1996, as amended (the "Combination Agreement") provides for (i) a merger of
Mergeco with and into Old Edge, (ii) an exchange offer to the general and
limited partners of Edge Group II, (iii) an exchange offer to the limited
partners of Gulfedge and (iv) a purchase offer to Edge Group (such transactions
collectively referred to as the "Combination Agreement Transactions").
We have examined the Combination Agreement, the Proxy Statement, the
certificates of the Company, Old Edge, Edge Group II, Edge Group, Gulfedge, and
Mergeco (the "Certificates") delivered for purposes of this opinion, and such
other documents and partnership records as we have deemed necessary or
appropriate for purposes of this opinion. In addition, we have assumed (i) the
Combination Agreement Transactions will be consummated in the manner
contemplated in the Proxy Statement and in accordance with the provisions of the
Combination Agreement, (ii) the statements concerning the Combination Agreement
Transactions set forth in the Joint Proxy and Consent Solicitation
Statement/Prospectus (the "Proxy Statement"), included in the Company's
Registration Statement on Form S-4, as amended (the "Registration Statement"),
filed with Securities and Exchange Commission under the Securities Act of 1933,
as amended, are accurate and complete, and (iii) the representations made to us
in the Certificates are accurate and complete.
Based on certain assumptions set forth therein, the statements of legal
conclusion set forth under the heading "Material Federal Income Tax
Consequences" in the Proxy Statement relating to the tax consequences to the
General Partners of Edge Group II of the
receipt of the GP's Management Fee Shares (as defined in the Proxy Statement),
reflect our opinion on the material tax consequences to the General Partners of
Edge Group II from their receipt of the GP's Management Fee Shares based on the
Internal Revenue Code of 1986 and applicable regulations thereunder, both as in
effect on the data hereof, and on reported judicial decisions.
We hereby consent to the filing of this opinion as Exhibit 8 to the
Registration Statement and to the references to this Firm in the sections
captioned "Material Federal Income Tax Consequences" and "Legal Matters" in the
Proxy Statement. In giving this consent, we do not thereby admit that we come
within the category of a person 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/ Xxxxxxx Xxxxx Xxxxxxxxxx & Xxxxx, LLP
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Xxxxxxx Xxxxx Xxxxxxxxxx & Xxxxx, LLP
