EXHIBIT 8.1
WEIL, GOTSHAL & XXXXXX LLP
A LIMITED LIABILITY PARTNERSHIP
INCLUDING PROFESSIONAL CORPORATIONS
000 XXXXX XXXXXX
XXX XXXX, XX 00000
000-000-0000
(FAX) 000-000-0000
April 10, 2002
Leucadia National Corporation
000 Xxxx Xxxxxx Xxxxx
Xxx Xxxx, XX 00000
Re: Leucadia National Corporation - Redomestication
-----------------------------------------------
Ladies and Gentlemen:
We have acted as special U.S. federal income tax counsel to Leucadia
National Corporation ("Leucadia-NY") in connection with the determination of the
material U.S. federal income tax consequences of the reorganization of
Leucadia-NY as an Arizona corporation ("Leucadia-Arizona") and the continuance
of Leucadia-Arizona to Bermuda (the "Redomestication") as a Bermuda company, as
more completely described in the Registration Statement on Form S-4 prepared by
Leucadia and filed on April 10, 2002 (the "Registration Statement"). In so
acting, we have examined the Registration Statement and such other documents and
records as we deemed necessary and relevant for rendering our opinion as to the
material U.S. federal income tax consequences of the Redomestication. On the
basis of the foregoing, and assuming that all relevant documents have been, or
will be, validly authorized, executed, delivered and performed by all of the
relevant parties, we are of the opinion that the statements contained in the
Registration Statement under the caption "Material Tax Considerations - United
States Federal Income Tax Consequences," insofar as such statements purport to
summarize the U.S. federal income tax laws referred to therein, fairly summarize
such provisions in all material respects.
The foregoing opinion is based on current provisions of the Internal
Revenue Code of 1986, as amended, the Treasury regulations promulgated
thereunder, published pronouncements of the Internal Revenue Service and case
law. Any rules set forth in any of the foregoing authorities may be changed at
any time with retroactive effect. Further you should be aware that opinions of
counsel are not binding on the Internal Revenue Service or the courts. We
express no opinion either as to any matters not specifically covered by the
foregoing opinions or other than as to the federal income tax laws of the United
States. Additionally, we undertake no obligation to update this opinion in the
event there is either a change in the legal authorities, in the facts, or in the
documents on which this opinion is based, or an inaccuracy in any of the
representations or warranties upon which we have relied in rendering this
opinion.
We hereby consent to the filing of this opinion as a exhibit to the
Registration Statement and to the use of our name under the sections "Material
Tax Considerations - United States Federal Income Tax Consequences" and "Legal
Matters" in the Registration Statement. This opinion may be incorporated by
reference into any registration statement of Leucadia-Arizona relating to the
registration of additional common shares pursuant to Rule 462(b) under the
Securities Act of 1933, as amended.
Very truly yours,
/s/ Weil, Gotshal & Xxxxxx LLP
2
