Exhibit 8.1
[Letterhead of Cravath, Swaine & Xxxxx]
May 18, 2001
Agreement and Plan of Merger,
Dated as of April 13, 2001,
Among Xxxxx Apparel Group, Inc.,
MCN Acquisition Corp.
and XxXxxxxxxx Apparel Group Inc.
Ladies and Gentlemen:
We have acted as counsel for Xxxxx Apparel Group, Inc., a Pennsylvania
corporation ("Parent"), in connection with the proposed merger (the "Merger")
of XxXxxxxxxx Apparel Group Inc., a Delaware corporation (the "Company"),
with and into MCN Acquisition Corp., a Delaware corporation and a wholly
owned subsidiary of Parent ("Sub"), pursuant to an Agreement and Plan of
Merger, dated as of April 13, 2001 (the "Merger Agreement"), among Parent,
Sub and the Company. In the Merger, each issued and outstanding share of
common stock, par value $.01 per share, of the Company (the "Company Common
Stock") not owned directly by Parent, Sub or the Company (other than
Appraisal Shares (as defined in the Merger Agreement)) will be converted into
the right to receive common stock, par value $.01 per share, of Parent
("Parent Common Stock") and cash.
In that connection, you have requested our opinion regarding the
material U.S. Federal income tax consequences of the Merger. In providing
our opinion, we have examined the Merger Agreement, the registration
statement on Form S-4 (the "Registration Statement"), in which the Joint
Proxy Statement is included as a prospectus, of the Company and Parent, as
filed with the Securities and Exchange Commission (the "SEC"), and such other
documents and corporate records as we have deemed necessary or appropriate
for purposes of our opinion. In addition, we have assumed that (i) the Merger
will be
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consummated in the manner contemplated by the Registration Statement and in
accordance with the provisions of the Merger Agreement, (ii) the statements
concerning the Merger set forth in the Merger Agreement and the Registration
Statement are true, correct and complete, (iii)the representations made to us
by the Company and Parent in their respective letters to us each dated as of
the date hereof (such letters, the "Representation Letters"), and delivered
to us for purposes of this opinion are true, correct and complete at all
times up to and including the Effective Time (as defined in the Merger
Agreement) and (iv) any representations made in the Representation Letters or
in the Merger Agreement "to the best knowledge of" or similarly qualified are
true, correct and complete without such qualification. If any of the
above-described assumptions are untrue for any reason or if the Merger is
consummated in a manner that is inconsistent with the manner in which it is
described in the Merger Agreement or the Registration Statement, our opinions
as expressed below may be adversely affected and may not be relied upon.
Based upon the foregoing, we are of opinion that, for U.S. Federal
income tax purposes, (i) the Merger will constitute a "reorganization" within
the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended
(the "Code") and (ii) Parent, Sub and the Company will each be a party to
that reorganization within the meaning of Section 368(b) of the Code.
Our opinions are limited to the tax matters specifically covered hereby,
and we have not been asked to address, nor have we addressed, any other tax
consequences of the Merger or any other transactions. Our opinions are based
upon current statutory, regulatory and judicial authority, any of which may
be changed at any time with retroactive effect. We disclaim any undertaking
to advise you of any subsequent changes of the matters stated, represented or
assumed herein or any subsequent changes in applicable law, regulations or
interpretations thereof.
This opinion is being provided for the benefit of Parent so that Parent
may comply with its obligation under the Federal securities laws. We consent
to the filing of this opinion as Exhibit 8.1 to the Registration Statement
and to the reference to our firm name therein. In giving this consent, we do
not admit that we are within the category of persons whose consent is
required
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under Section 7 of the Securities Act of 1933, as amended or the rules or
regulations of the SEC promulgated thereunder.
Very truly yours,
/s/ Cravath, Swaine & Xxxxx
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Cravath, Swaine & Xxxxx
Xxxxx Apparel Group, Inc.
0000 Xxxxxxxx
Xxx Xxxx, XX 00000
