Exhibit (8)
Unicom Corporation
Form S-4
File No. 33-
Sidley & Austin
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
LOS ANGELES One First National Plaza LONDON
______ Chicago, Illinois 60603 ______
NEW YORK Telephone 312: 000-0000 SINGAPORE
______ Telex 25-4364 ______
WASHINGTON, D.C. Facsimile 312: 853-7036 TOKYO
Founded 1866
WRITER'S DIRECT NUMBER
February 5, 1996
Unicom Corporation
00xx Xxxxx, 00 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
We are counsel to Unicom Corporation, an Illinois corporation
("Unicom"). We have been requested by Unicom to render this opinion in
connection with the offer by Unicom to holders of the Common Stock of
Commonwealth Edison Company ("ComEd") to exchange those shares on a one-for-one
basis for shares of the Common Stock of Unicom (the "Exchange Offer"). The
Exchange Offer is more fully described in the Registration Statement on Form S-4
to be filed by Unicom with the Securities and Exchange Commission (the
"Registration Statement"). Capitalized terms not otherwise defined herein have
the meanings ascribed to them in the Registration Statement.
Based upon our review of the Registration Statement and such other
documents as we have deemed necessary and upon certain representations made to
us by Unicom in a letter dated February 5, 1996, assuming the Exchange Offer and
all other events occur as contemplated in the Registration Statement, it is our
opinion that for federal income tax purposes:
SIDLEY & AUSTIN CHICAGO
Unicom Corporation
February 6, 1996
Page 2
1. An exchange of ComEd Common Stock for Unicom Common Stock pursuant
to the Exchange Offer will qualify as a "reorganization" within the meaning
of section 368(a) of the Internal Revenue Code of 1986, as amended.
2. A stockholder of ComEd will not recognize any gain or loss upon the
exchange of his or her shares of ComEd Common Stock for shares of Unicom
Common Stock pursuant to the Exchange Offer.
3. The tax basis of the shares of Unicom Common Stock received in
exchange for shares of ComEd Common Stock pursuant to the Exchange Offer
will be the same as the tax basis of the shares of ComEd Common Stock
exchanged therefor.
4. The holding period for the shares of Unicom Common Stock received
in exchange for shares of ComEd Common Stock pursuant to the Exchange Offer
will include the stockholder's holding period for such shares of ComEd
Common Stock, provided such shares of ComEd Common Stock were held as
capital assets by the stockholder at the time of such exchange.
Based upon and subject to the foregoing, it is also our opinion that
the statements under the caption "SUMMARY OF CERTAIN FEDERAL INCOME TAX
CONSIDERATIONS--Conversion of ComEd Convertible Preferred Stock or ComEd
Warrants" in the Registration Statement are correct in all material respects.
You have not asked for, and we do not express, any opinion concerning
the tax consequences of the Exchange Offer and related transactions other than
those expressly set forth above.
Our opinion is based upon the Code, administrative rulings, judicial
decisions, Treasury Regulations, and other applicable authorities, which are
subject to change, and which changes could apply retroactively. In addition,
our opinion is based upon representations which you have made to us, and may not
be relied upon subsequent to the date any such representations become untrue.
Our opinion is not binding upon the courts or the
SIDLEY & AUSTIN CHICAGO
Unicom Corporation
February 6, 1996
Page 3
Internal Revenue Service, and there can be no assurance that positions contrary
to those stated in our opinion would not be taken by the Service or that any
such contrary position would not be sustained by the courts.
This opinion letter is limited to the matters stated herein and no
opinion is implied or may be inferred beyond the matters expressly stated
herein. This opinion letter shall not be construed as or deemed to be a
guarantee or insuring agreement.
This opinion is rendered as of the date hereof based on the law and
facts in existence on the date hereof, and we do not undertake, and hereby
disclaim, any obligation to advise you of any changes in law or facts, whether
or not material, which may be brought to our attention at a later date. We
further disclaim any responsibility to investigate or assess the continuing
validity of any of the representations you have made to us.
We express no opinion with respect to the effect of any laws other
than federal income tax laws of the United States of America.
Very truly yours,
Xxxxxx & Xxxxxx
Xxxxxx & Xxxxxx
