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EXHIBIT 8.1
[CRAVATH, SWAINE & XXXXX LETTERHEAD]
June 20, 1997
Agreement and Plan of Merger
Dated as of December 14, 1996,
Among XxXxxxxxx Xxxxxxx Corporation
The Boeing Company and West Acquisition Corp.
Ladies and Gentlemen:
We have acted as counsel for The Boeing Company, a Delaware corporation
("Boeing"), in connection with the proposed merger (the "Merger") of West
Acquisition Corp., a Maryland corporation and a wholly owned subsidiary of
Boeing ("Sub"), with and into XxXxxxxxx Xxxxxxx Corporation, a Maryland
corporation (the "Company"), pursuant to an Agreement and Plan of Merger dated
as of December 14, 1996 (the "Merger Agreement"), among the Company, Boeing and
Sub under which each issued and outstanding share of common stock of the Company
not owned directly or indirectly by the Company or Boeing, or any of their
respective subsidiaries, will be exchanged for common stock of Boeing.
In that connection, you have requested our opinion regarding the material
Federal income tax consequences of the Merger. In providing our opinion, we have
examined the Merger Agreement, the Joint Proxy Statement/Prospectus of the
Company and Boeing dated as of June 20, 1997 (the "Proxy Statement-Prospectus"),
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 consummated in the manner contemplated by the Proxy
Statement-Prospectus and in accordance with the provisions of the Merger
Agreement and (ii) the representations made to us by the Company and Boeing in
their respective letters to us dated June 20, 1997 and June 11, 1997,
respectively, and delivered to us for purposes of this opinion are accurate and
complete.
Based upon the foregoing, in our opinion, for Federal income tax purposes,
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 the Company,
Boeing and Sub will each be a party to such reorganization within the meaning of
Section 368(b) of the Code.
The opinions expressed herein are based upon existing statutory, regulatory
and judicial authority, any of which may be changed at any time with retroactive
effect. In addition, our opinions are based solely on the documents that we have
examined, the additional information that we have obtained, and the statements
contained in the letters from the Company and Boeing referred to above, which we
have assumed will be true as of the effective time of the Merger. Our opinions
cannot be relied upon if any of the facts pertinent to the Federal income tax
treatment of the Merger stated in such documents or in such additional
information is, or later becomes, inaccurate, or if any of the statements
contained in the letters from the Company or Boeing referred to above are, or
later become, inaccurate. Finally, 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.
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This opinion is not to be used, circulated, quoted or otherwise referred to
for any purpose without our express written permission. Notwithstanding the
previous sentence, we hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to the Registration Statement
on Form S-4 of Boeing, of which the Proxy Statement-Prospectus is also a part,
and to the reference to our firm under the heading "THE MERGER -- Certain
Federal Income Tax Consequences". In giving such consent, we do not thereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended.
Very truly yours,
/s/ CRAVATH, SWAINE & XXXXX
The Boeing Company
0000 Xxxx Xxxxxxxx Xxx Xxxxx
Xxxxxxx, XX 00000
Attention of Xxxx X. Xxxxx
