Exhibit 8.1
XXXXXX, XXXXX & XXXXXXX LLP OPINION
March 19, 1999
Xxxxxxxxx Group, Inc.
00000 Xxxxx Xxxxxx Xxxxxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Dear Ladies & Gentlemen:
Pursuant to an Agreement and Plan of Merger dated as of March 17, 1999 (the
"Merger Agreement") between Xxxxxxxxx Group, Inc., a Delaware corporation
("JEFG") and Investment Technology Group, Inc., a Delaware corporation ("ITGI"),
ITGI will merge with and into JEFG (the "Merger"). Unless otherwise defined
herein, capitalized terms shall have the meanings ascribed to them in the Merger
Agreement.
We have acted as legal counsel to JEFG in connection with the Merger and in that
connection, you have requested our opinion regarding the material Federal income
tax consequences of the Merger to the ITGI Public Stockholders. As such, and for
the purpose of rendering our opinion, we have examined and have assumed (without
independent review or investigation thereof) that the statements, covenants,
representations and warranties contained in the following documents are true,
accurate and complete and will be true, accurate and complete as of the date the
Merger is effected (the "Documents"):
1. The Merger Agreement;
2. The definitive proxy/information statement of JEFG and Holding filed
with the Securities and Exchange Commission (the "Proxy/Information
Statement"), the definitive joint proxy statement/prospectus of ITGI
and JEFG filed with the Securities and Exchange Commission (the "Proxy
Statement/Prospectus"), the registration statement of JEFG on Form S-4
filed with the Securities and Exchange Commission with respect to the
JEFG stock to be issued to the stockholders of ITGI in connection with
the Merger (the "Registration Statement");
3. The representations made to us by ITGI and by JEFG in their respective
letters to us dated the date hereof and delivered to us for purposes of
this opinion;
Xxxxxxxxx Group, Inc.
March 19, 1999
Page 2
4. The tax ruling request of XXXX dated April 8, 1998 and supplements
thereto dated October 19, 1998, December 16, 1998, January 7, 1999,
January 20, 1999, February 12, 1999, February 24, 1999 and March 3,
1999 and the related ruling dated March 11, 1999; and
5. Such other instruments and documents as we have deemed necessary or
appropriate for purposes of our opinion.
For purposes of this opinion, we have also assumed, with your permission and
without independent investigation that (i) the Merger will be consummated in the
manner contemplated by the Proxy/Information Statement, the Proxy
Statement/Prospectus and the Registration Statement and in accordance with the
provisions of the Merger Agreement, (ii) the Merger will be effective under
applicable state law, and (iii) original documents submitted to us are authentic
(including signatures), documents submitted to us as copies conform to the
originals and there will be due execution and delivery of all documents where
due execution and delivery are prerequisites to the effectiveness of those
documents.
OPINIONS
Based on facts and assumptions specified herein and the statements, covenants,
representations and warranties contained in the Documents, and on the Internal
Revenue Code of 1986, as amended (the "Code"), the regulations promulgated
thereunder, and judicial and administrative interpretations thereof, all in
effect as of today's date, it is our opinion that for Federal income tax
purposes, the Merger will be treated, with respect to the ITGI Public
Stockholders, as a reorganization within the meaning of Section 368(a) of the
Code, and ITGI and JEFG will each be a party to that reorganization within the
meaning of Section 368(b) of the Code and accordingly:
1. No gain or loss will be recognized by the ITGI Public Stockholders upon
their exchange of ITGI Common Stock for JEFG Common Stock (except as to
cash such a stockholder receives in lieu of fractional shares). Code
Section 354(a)(1).
2. The aggregate tax basis of shares of JEFG Common Stock received by an
ITGI Public Stockholder in the Merger (including any fractional share
deemed received and then sold) will be the same as the aggregate tax
basis of the ITGI Common Stock exchanged therefor. Code Section
358(a)(1).
3. The holding period for shares of JEFG Common Stock received by an ITGI
Public Stockholder in the Merger will include the holding period for
the shares of ITGI Common
Xxxxxxxxx Group, Inc.
March 19, 1999
Page 3
Stock exchanged therefor, provided such stockholder held such
ITGI Common Stock as capital assets on the effective date of the
Merger. Code Section 1223(1).
Our opinion expressed herein is based upon existing law, regulations,
administrative pronouncements and judicial authority, all as in effect as of
today's date. It represents our best legal judgment as to the matters addressed
herein, but is not binding on the Internal Revenue Service or the courts.
Accordingly, no assurance can be given that the opinion expressed herein, if
contested, would be sustained by a court. Furthermore, the authorities upon
which we rely may be changed at any time with retroactive effect. No assurances
can be given as to the effect of any such change on our opinion. If any of the
facts and assumptions pertinent to the Federal income tax treatment of the
Merger specified herein or any of the statements, covenants, representations or
warranties contained in the Documents are, or later become inaccurate, please
advise us so that we may consider the effect, if any, on our opinion. In
addition, our opinion is 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.
This opinion is being provided for the benefit of JEFG and is not to be used,
circulated, quoted or otherwise referred to for any purpose without our
express written permission. We hereby consent to the filing of this
opinion as an exhibit to the Registration Statement and to the reference
to us in the section captioned "The Merger and Related Transactions --
U.S. Federal Income Tax Consequences of the Merger" in the Proxy
Statement/Prospectus constituting a part of the Registration Statement.
In giving this consent we do not hereby admit that we come within
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/s/
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Xxxxxx, Xxxxx & Xxxxxxx LLP
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