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EXHIBIT 8.2
[XXXXXX & XXXXXXX LETTERHEAD]
January 23, 1998
Food 4 Less Holdings, Inc.
c/o Ralphs Grocery Company
0000 Xxxx Xxxxxxx Xxxxxxxxx
Xxxxxxx, Xxxxxxxxxx 00000
Re: Agreement and Plan of Merger Dated as of November 6, 1997,
By and Among Xxxx Xxxxx, Inc., FFL Acquisition Corp. and
Food 4 Less Holdings, Inc.
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Ladies and Gentlemen:
We have acted as special counsel for Food 4 Less Holdings, Inc.,
a Delaware corporation ("Company"), in connection with the proposed merger (the
"Merger") of FFL Acquisition Corp., a Delaware corporation ("Sub") and a wholly
owned subsidiary of Xxxx Xxxxx, Inc., a Delaware corporation ("Parent"), and the
Company, pursuant to an Agreement and Plan of Merger dated as of November 6,
1997, as amended on January 20, 1998 (the "Merger Agreement"), by and among
Parent, Sub and Company under which each issued and outstanding share of Company
stock, not owned directly or indirectly by Company, Parent or Sub will be
converted into the right to receive common stock of Parent ("Parent Common
Stock").
In that connection, you have requested our opinion regarding the
material United States federal income tax consequences of the Merger. In
providing our opinion, we have examined and are relying upon (without any
independent investigation or review thereof) the truth and accuracy, at all
relevant times, of the statements, covenants, representations and warranties
contained in (i) the Merger Agreement, (ii) the registration statement on Form
S-4 which includes the Joint Proxy and Consent Solicitation Statement/Prospectus
to be filed by Parent with the Securities and Exchange Commission (the "SEC"),
to which this opinion appears
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XXXXXX & XXXXXXX
Food 4 Less Holdings, Inc.
January 23, 1998
Page 2
as an exhibit (the "Registration Statement"), (iii) the representations made to
us by Company, Parent and certain stockholders of Company in their respective
letters to us each dated the date hereof (the "Representation Letters"), and
(iv) such other documents and corporate records as we have deemed necessary or
appropriate for purposes of our opinion.
In addition, we have assumed that:
1. Original documents (including signatures) are authentic,
documents submitted to us as copies conform to the original
documents, and there has been (or will be by the Effective Time)
due execution and delivery of all documents where due execution
and delivery are prerequisites to the effectiveness thereof;
2. The Merger will be consummated in the manner contemplated by
the Registration Statement and in accordance with the provisions
of the Merger Agreement, and will be effective under the laws of
the State of Delaware;
3. All statements, descriptions and representations contained in
any of the documents referred to herein or otherwise made to us
are true and correct in all material respects and no actions have
been taken or will be taken which are inconsistent with such
statements, descriptions or representations or which make any
such statements, descriptions or representation untrue or
incorrect in any material respect;
4. Any statements made in any of the documents referred to herein
"to the knowledge of" or similarly qualified are correct and will
continue to be true, correct and complete at all times up to and
including the Closing Date, in each case without such
qualification; and
5. The representations made to us in the Representation Letters
will again be made to us as of the Effective Time.
If any of the above-described assumptions are untrue for any
reason or if the Merger is consummated in a manner that is inconsistent with the
manner in which it is described in the Merger Agreement and Registration
Statement, our opinion as expressed below may be adversely affected and may not
be relied upon.
Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that the statements set forth
in the Registration Statement under the caption "The FM/Food 4 Less Merger --
Certain United States Federal Income Tax Consequences" represent an accurate
summary of the material United States federal income tax consequences of the
Merger.
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XXXXXX & XXXXXXX
Food 4 Less Holdings, Inc.
January 23, 1998
Page 3
In addition to the matters set forth above, this opinion is
subject to the exceptions, limitations and qualifications set forth below.
1. This opinion represents and is based upon our best judgment
regarding the application of United States federal income tax
laws arising under the Code, existing judicial decisions,
administrative regulations and published rulings and procedures.
Our opinion is not binding upon the Internal Revenue Service or
the courts, and there is no assurance that the Internal Revenue
Service will not assert a contrary position. Furthermore, no
assurance can be given that future legislative, judicial or
administrative changes, on either a prospective or retroactive
basis, would not adversely affect the accuracy of the conclusions
stated herein. Nevertheless, we undertake no responsibility to
advise you of any new developments in the application or
interpretation of the United States federal income tax laws.
2. We express no opinion on any issue relating to United States
federal income tax consequences other than those described under
the caption "The FM/Food 4 Less Merger -- Certain United States
Federal Income Tax
Consequences."
3. No opinion is expressed as to any transaction other than the
Merger as described in the Merger Agreement or to any transaction
whatsoever, including the Merger, if all the transactions
described in the Merger Agreement are not consummated in
accordance with the terms of the Merger Agreement and without
waiver or breach of any material provisions thereof or if all of
the representations, warranties, statements and assumptions upon
which we have relied are not true and accurate at all relevant
times. In the event that any one of the statements,
representations, warranties or assumptions upon which we have
relied to issue this opinion is incorrect, our opinion might be
adversely affected and may not be relied upon.
This opinion is rendered to you solely for use in connection with
the filing of the Registration Statement with the SEC, and this opinion is not
to be used, circulated, quoted or otherwise referred to for any other purpose
without our express written permission. We consent to the filing of this opinion
as an exhibit to the Registration Statement and to the references to our firm
name therein. In giving this consent, we do not admit that we are within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules or regulations of the SEC promulgated
thereunder.
Very truly yours,
XXXXXX & XXXXXXX
