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EXHIBIT (8)-1
[Xxxxxxx Xxxxxxxxx & Xxxxx, L.L.C. Letterhead]
November 19, 1997
MedPartners, Inc.
0000 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxxxxx, Xxxxxxx 00000
RE: PLAN AND AGREEMENT OF MERGER BY AND AMONG
MEDPARTNERS, INC., ASG MERGER CORPORATION AND
AMERICA SERVICE GROUP INC.
Gentlemen:
We have acted as counsel to MedPartners, Inc., a Delaware corporation
("MedPartners"), in connection with the proposed merger (the "Merger") of ASG
Merger Corporation, a Delaware corporation ("Subsidiary") and wholly-owned
subsidiary of MedPartners, with and into America Service Group Inc., a Delaware
corporation ("ASG"), pursuant to the terms of the Plan and Agreement of Merger,
dated as of October 1, 1997 (the "Plan of Merger"), by and among MedPartners,
Subsidiary and ASG, as described in more detail in the Plan of Merger and in the
Registration Statement on Form S-4 (Commission File No. 333-38369) to be
filed by MedPartners with the Securities and Exchange Commission, as amended
(the "Registration Statement"). This opinion is being provided in satisfaction
of the conditions set forth in Section 9.2(c) of the Plan of Merger. All
capitalized terms, unless otherwise specified, have the meaning assigned to them
in the Registration Statement.
In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
(i) the Plan of Merger, (ii) the Registration Statement, and (iii) such other
documents as we have deemed necessary or appropriate in order to enable us to
render the opinion below. In our examination, we have assumed the genuineness of
all signatures, the legal capacity of all natural persons, the authenticity of
all documents submitted to us as originals, the conformity to original documents
of all documents submitted to us as certified, conformed or photostatic copies
and the authenticity of the originals of such copies. In rendering the opinion
set forth below, we have relied upon certain written representations and
covenants of MedPartners, Subsidiary, ASG and certain ASG stockholders which are
annexed hereto (the "Representations and Warranties").
In rendering our opinion, we have considered the applicable provisions
of the Internal Revenue Code of 1986, as amended (the "Code"), Treasury
Regulations, pertinent judicial authorities, interpretive rulings of the
Internal Revenue Service and such other authorities as we have considered
relevant.
Based upon and subject to the foregoing and assuming that, as of the
Effective Time of the Merger and following the Merger there will be no acts or
omissions which will violate or be inconsistent with any of the Representations
and Warranties, we are of the opinion that:
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(i) Provided the Merger qualifies as a statutory merger
under the General Corporation Law of the State of Delaware, the Merger
will constitute a reorganization within the meaning of Section 368(a)
of the Code, and MedPartners, Subsidiary and ASG will each be a "party
to the reorganization" within the meaning of Section 368(b) of the
Code;
(ii) No gain or loss will be recognized by MedPartners,
Subsidiary or ASG as a result of the Merger;
(iii) No gain or loss will be recognized by an ASG
stockholder who receives solely shares of MedPartners Common Stock in
exchange for ASG Common Stock;
(iv) The receipt of cash by a ASG stockholder in lieu of
fractional shares of MedPartners Common Stock will be treated as if the
fractional shares were distributed as part of the exchange and then
were redeemed by MedPartners. These payments will be treated as having
been received as distributions in full payment in exchange for the
stock redeemed as provided in Section 302(a) of the Code, provided the
redemption is not essentially equivalent to a dividend;
(v) The tax basis of the shares of MedPartners Common
Stock received by an ASG stockholder will be equal to the tax bases of
the ASG Common Stock exchanged therefor, excluding any basis allocable
to a fractional share of MedPartners Common Stock for which cash is
received; and
(vi) The holding period of the shares of MedPartners
Common Stock received by an ASG stockholder will include the holding
period or periods of the ASG Common Stock exchanged therefor, provided
that the ASG Common Stock is held as a capital asset within the meaning
of Section 1221 of the Code at the Effective Time of the Merger.
The Merger should have no immediate federal income tax consequences to
MedPartners stockholders.
Except as set forth above, we express no opinion as to the tax
consequences, whether federal, state, local or foreign, to any party to the
Merger or of any transactions related to the Merger or contemplated by the Plan
of Merger.
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We hereby consent to the reference to our Firm under the headings
"Federal Income Tax Consequences" and "Legal Matters" in the Prospectuses which
form a part of the Registration Statement, and to the filing of this opinion as
an Exhibit thereto.
Very truly yours,
XXXXXXX XXXXXXXXX & XXXXX, L.L.C.
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