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EXHIBIT 8.3
THE XXXXXX PARTNERSHIP
000 Xxxxxxxxxx Xxxxxx, 0xx Xxxxx
Xx. Xxxxx, Xxxxxxxx 00000-0000
(000) 000-0000
Telefax: (000) 000-0000
July 9, 0000
XX Foods Corporation
0000 X. Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxxxx 00000
Re: GB Foods -- Acquisition of JB's Family Restaurants, Inc.
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Ladies and Gentlemen:
This letter sets forth our opinion with regard to certain federal income
tax consequences to GB Foods Corporation, a Delaware corporation ("GB Foods")
with respect to the issuance of its stock in exchange for all of the stock of
JB's Family Restaurants, Inc., a Delaware corporation (the "Exchange").
Our opinion is based upon our review of the Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. 3) (the "Prospectus") which describes the Exchange and certain
other related transactions.
Assuming application of current statutory, regulatory, and judicial
law, and assuming that the Exchange ultimately occurs as described in the
Prospectus, it is the opinion of The Xxxxxx Partnership that under Section 1032
of the Internal Revenue Code of 1986, as amended, GB Foods will not recognize
gain or loss on the issuance of its stock in the Exchange.
The Xxxxxx Partnership is not expressing any opinion with respect to
any matters other than those expressly set forth above. The opinion set forth
above is based upon the documents reviewed by us and the facts presented to us.
Any material amendments to such documents or changes in any significant fact
could affect the opinion expressed herein. No person or entity other than the
addressee may rely on this opinion, and this letter may not be quoted or used,
in whole or in part, for any purpose, without our express prior written consent.
We consent to the filing of this opinion as an exhibit to the
registration statement of which the Prospectus is a part, and we consent to the
use of our name in such registration statement.
THE XXXXXX PARTNERSHIP
By: /s/ XXXXXX X. XXXXXX, XX.
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Xxxxxx X. Xxxxxx, Xx.
