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EXHIBIT 8
[XXXXXXX XXXX & XXXXX LLP LETTERHEAD]
June 18, 1997
Board of Directors
American List Corporation
000 Xxx Xxxxxxx Xxxx
Xxxxxxx, XX 00000
Gentlemen:
You have requested our opinion concerning certain Federal
income tax issues relating to the Agreement and Plan of Merger, dated as of
March 18, 1997 (the "Merger Agreement"), by and among American List
Corporation, a Delaware corporation (the "Company"), Xxxxxx Communications,
Inc., a Delaware corporation ("Parent"), and Xxxxxx Z Acquisition, Inc., a
Delaware corporation ("Mergersub"). The Merger Agreement provides for the
merger of Mergersub, a wholly owned subsidiary of Xxxxxx formed for this
purpose, with and into the Company (the "Merger"). Capitalized terms not
otherwise defined in this letter shall have the meanings ascribed to them in
the Merger Agreement.
In rendering this opinion we have examined the Merger
Agreement, certain representation letters from Parent and the Company (the
"Representation Letters") and such other documents as we have deemed necessary.
In that connection we have assumed (1) the authenticity, accuracy and
completeness of all such agreements, letters and other documents; (2) that the
Merger will be effective under applicable state laws; and (3) that the Merger
Agreement accurately describes the terms of the Merger. We have also assumed
that neither the Company nor Parent will notify us prior to the effective date
of the Merger that any representation contained in its Representation Letter is
not true, accurate and complete. In rendering our opinion, we have not
undertaken independent investigation of the accuracy of those assumptions or of
the statements set forth in the Representation Letters.
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American List Corporation
June 18, 1997
Page 2
Our opinion is based on the Internal Revenue Code of 1986, as
amended (the "Code"), Treasury Regulations, other administrative authorities
and judicial decisions, all as of the date of this letter. All of the
foregoing are subject to change and any such change (which could be
retroactive) could affect the opinions contained in this letter.
This opinion is our legal judgment as to certain of the
Federal income tax consequences of the Merger. Our opinion is not binding on
the Internal Revenue Service or any court. The opinion is limited to the
specific conclusions set forth below and does not address foreign, state, local
estate or other potential tax consequences of the Merger. Further, the opinion
does not address Federal income tax consequences applicable to persons subject
to special tax rules, such as holders of Shares who own such Shares as the
result of the exercise of incentive stock options.
On the basis of the foregoing, for Federal income tax
purposes, we are of the opinion that:
1. The Merger will constitute a tax-free reorganization under
Section 368(a) of the Code and Parent, the Company and Mergersub will each be a
party to the reorganization within the meaning of Section 368(b) of the Code.
2. None of Parent, Mergersub or the Company will recognize
gain or loss in connection with the Merger.
3. The holders of Shares of the Company will not recognize
gain or loss upon their receipt of Parent Common Stock (except to the extent of
cash received in lieu of a fractional share of Parent Common Stock).
4. The tax basis of Parent Common Stock received in the
Merger will be the same as the tax basis of Company Shares surrendered and
exchanged therefor reduced by any basis allocable to a fractional share for
which cash is received.
5. The holding period for the shares of Parent Common Stock
received in the Merger by holders of Company Shares will include the holding
period during which such holders held their Shares, provided that such Shares
are held as capital assets at the effective date of the Merger.
6. A holder of Shares who receives cash in lieu of a
fractional share of Parent Common Stock will recognize gain or loss equal to
the difference between the cash payment received and the stockholder's tax
basis in the Shares exchanged therefor. Such gain or loss will be capital gain
or loss provided that such Shares were held as capital assets at the time of
the Merger, and will be long term capital gain or loss if such Shares were held
for more than one year at such time.
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American List Corporation
June 18, 1997
Page 3
Except as set forth above, we express no opinion as to the tax
consequences to any party, whether federal, state, local or foreign, or of any
transaction related to the Merger contemplated by the Merger Agreement.
We hereby consent to the filing of this opinion as an Exhibit
to Parent's Registration Statement on Form S-4, which includes the Solicitation
Statement/Prospectus that describes the Merger, and to the reference to the
firm under the caption "THE MERGER -- Certain Federal Income Tax Consequences"
and under the caption "Legal Matters" in the Solicitation Statement/Prospectus
which is part of the Registration Statement.
Sincerely Yours,
/s/ XXXXXXX XXXX & XXXXX LLP
