EXHIBIT 8.1
XXXXXXXX & XXXXX
PARTNERSHIPS INCLUDING PROFESSIONAL CORPORATIONS
Citicorp Center
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
000 000-0000
Facsimile:
212 446-4900
May __, 1998
Sealy Mattress Company
Halle Building
10th Floor
0000 Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000
Re: Offer by Sealy Mattress Company to Exchange its (i) Series B 97/8% Senior
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Subordinated Notes due 2007 for any and all its 97/8% Senior Subordinated
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Notes due 2007 and (ii) Series B 107/8% Senior Subordinated Discount Notes
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due 2007 for any and all its 107/8% Senior Subordinated Discount Notes due
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2007
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We have acted as special counsel to Sealy Mattress Company (the "Company") in
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connection with its offer (the "Exchange Offer") to Exchange its: (i) Series B
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97/8% Senior Subordinated Notes due 2007 (the "Senior Subordinated Exchange
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Notes") for any and all of its 97/8% Senior Subordinated Notes due 2007 (the
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"Senior Subordinated Notes"); and (ii) Series B 107/8% Senior Subordinated
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Discount Notes due 2007 (the "Senior Subordinated Discount Exchange Notes" and,
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together with the Senior Subordinated Exchange Notes, the "Exchange Notes") for
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any and all of its 107/8% Senior Subordinated Discount Notes due 2007 (the
"Senior Subordinated Discount Notes" and, together with the Senior Subordinated
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Notes, the "Notes").
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You have requested our opinion as to certain United States federal income tax
consequences of the Exchange Offer. In preparing our opinion, we have reviewed
and relied upon the Company's Registration Statement on Form S-4, filed with the
Securities and Exchange Commission (the "Commission") on March 18, 1998, as
amended by Amendment No. 1 thereto filed with the Commission on May 5, 1998 and
Amendment No. 2 thereto filed with the Commission on the date hereof (the
"Registration Statement"), and such other documents as we deemed necessary.
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On the basis of the foregoing, it is our opinion that the exchange of the
Notes for Exchange Notes pursuant to the Exchange Offer will not be treated as
an "exchange" for United States federal income tax purposes.
The opinions set forth above are based upon the applicable provisions of the
Internal Revenue Code of 1986, as amended; the Treasury Regulations promulgated
or proposed thereunder; current positions of the Internal Revenue Service (the
"IRS") contained in published revenue rulings, revenue procedures, and
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announcements; existing judicial decisions; and other applicable authorities. No
tax rulings have been sought from the IRS with respect to any of the matters
discussed herein. Unlike a ruling from the IRS, opinions of counsel are not
binding on the IRS. Hence, no assurance can be given that the opinions stated in
this letter will not be successfully challenged by the IRS or by a court. We
express no opinion concerning any United States federal income tax consequences
of the Exchange Offer except as expressly set forth above.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm and the summarization
of this opinion under the section titled "Certain Federal Income Tax
Consequences" in the Registration Statement.
Very truly yours,
/s/ Xxxxxxxx & Xxxxx
Xxxxxxxx & Xxxxx
