Exhibit 8.1
August 27, 1997
TPG HOLDINGS, INC.
0000 Xxxxxxxxx Xxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
RE: ACQUISITION AGREEMENT AND PLAN OF MERGER WITH
XXXX INDUSTRIES, INC., AMENDED
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Gentlemen:
We have acted as counsel to TPG Holdings, Inc., a Delaware corporation ("TPG"),
in connection with (i) the Registration Statement on Form S-4 of Xxxx
Industries, Inc., a Delaware corporation ("Xxxx"), to which this opinion letter
is filed as an exhibit (the "Registration Statement"), which includes a Proxy
Statement/Prospectus of TPG and Xxxx ("Proxy Statement/Prospectus"), and (ii)
the execution and delivery of the Acquisition Agreement and Plan of Merger (the
"Agreement"), dated as of June 6, 1997, as amended by amendment dated as of
August 22, 1997 between TPG and Xxxx (the "Agreement"). The Agreement provides
for the merger of TPG with and into Xxxx (the "Merger"), with TPG surviving.
Unless otherwise defined herein or the context hereof otherwise requires, each
term used herein with its initial letter capitalized has the meaning ascribed to
such term in the Agreement.
We have examined, are familiar with, and are relying upon (without any
independent investigation or review thereof) the truth and accuracy, at all
relevant times, of originals or copies, certified or otherwise authenticated to
our satisfaction, of such documents (including all exhibits and schedules
thereto) and records of TPG, Xxxx and its subsidiaries, and such statutes,
regulations and instruments as we have deemed necessary or advisable for the
purposes of this opinion letter, including, without limitation, (i) the
Agreement, (ii) representations (the "Representations") made by Xxxx and TPG in
the Agreement, and (iii) the Proxy Statement/Prospectus.
In connection with rendering our opinion, we have assumed the accuracy of the
Representations. We have also assumed the due authorization, execution and
delivery of the Agreement by TPG and Xxxx and that the Agreement constitutes the
legal, valid and binding obligation of TPG and Xxxx, enforceable against each
party in accordance with its terms.
August 27, 1997
Page 2
Based upon the foregoing, and subject to the assumptions and qualifications set
forth herein, we hereby confirm that, in our opinion, the statements in the
Proxy Statement/Prospectus under the heading "The Joint Proxy Proposal--Certain
Federal Income Tax Consequences" to the extent they constitute matters of law or
legal conclusions with respect thereto, are accurate.
This opinion is based upon the Internal Revenue Code of 1986, as amended, its
legislative history, existing regulations thereunder, published rulings and
court decisions, all as in effect and existing on the date hereof, and all of
which are subject to change at any time, which change may be retroactive. Except
as stated above, we express no opinion with respect to any other matter.
We hereby consent to the use of our name in the Proxy Statement/Prospectus under
the heading "The Joint Proxy Proposal--Certain Federal Income Tax Consequences"
and to the filing of this opinion as an exhibit to the Registration Statement.
By giving such consent, we do not thereby admit that we are experts with respect
to this letter, as that term is used in the Securities Act of 1933, as amended,
or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
GARDERE & XXXXX, L.L.P.
By:/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx, Partner
