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EXHIBIT 8.2
[XXXXXXX & XXXXXXXXX LETTERHEAD]
September 23, 1997
Cairn Energy USA, Inc.
0000 Xxxxxxx Xxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
RE: FEDERAL INCOME TAX OPINION REQUIRED UNDER SECTION 10.3(E) OF
THAT CERTAIN AGREEMENT AND PLAN OF MERGER (THE "MERGER
AGREEMENT") DATED JULY 3, 1997 AMONG THE MERIDIAN RESOURCE
CORPORATION ("TMRC"), C ACQUISITION CO. ("SUB"), AND CAIRN
ENERGY USA, INC. ("CAIRN").
Gentlemen:
Xxxxxxx & Xxxxxxxxx, a Professional Corporation (the "Firm"), has
acted as counsel to Cairn Energy USA, Inc., a Delaware corporation, in
connection with the above-referenced Merger Agreement. You have requested the
opinions set forth in Section I hereof regarding the qualification of the
Merger as a reorganization for federal income tax purposes. Section I of this
letter (the "Opinion Letter") contains the Firm's opinion. Section II of this
Opinion Letter contains limitations on the opinion. Except as otherwise
provided herein, all capitalized terms herein shall have the same meaning given
to them in TMRC's Registration Statement on Form S-4 (File No. 333-33403) and
the Joint Proxy Statement/Prospectus.
I. OPINION
Based upon our analysis of the applicable authorities and subject to
the limitations set forth in Section II, the Firm is of the opinion that for
federal income tax purposes:
1. The Merger will qualify as a reorganization within the meaning
of sections 368(a)(1)(A) and 368(a)(2)(E) of the Internal Revenue Code of 1986,
as amended (the "Code").
2. TMRC, SUB, and Cairn will each constitute parties to such
reorganization within the meaning of Section 368(b) of the Code.
3. No gain or loss will be recognized by the stockholders of
Cairn upon the receipt by them of shares of TMRC Common Stock in exchange for
their shares of Cairn Common Stock pursuant to the Merger, except with respect
to cash received in lieu of fractional shares of TMRC Common Stock.
4. The aggregate basis of the shares of TMRC Common Stock to be
received by a Cairn stockholder in the Merger (including any fractional share
not actually received) will be the same as the aggregate basis of the shares of
Cairn Common Stock surrendered in exchange therefor.
5. The holding period of the shares of TMRC Common Stock to be
received by a Cairn stockholder in the Merger (including any fractional share
not actually received) will include the holding period of the shares of Cairn
Common Stock surrendered in exchange therefor, provided that such shares of
Cairn Common Stock are held as capital assets at the Effective Time.
6. Cash payments in lieu of a fractional share will be treated as
if a fractional share of TMRC Common Stock had been received in the Merger and
then redeemed by TMRC. Such a redemption should qualify as a distribution in
full payment in exchange for the fractional share rather than as a distribution
of a dividend. Accordingly, a Cairn stockholder receiving cash in lieu of a
fractional share will recognize gain or loss treatment upon such payment equal
to the difference, if any, between such stockholder's basis in the fractional
share (as described in paragraph 4 above) and the amount of cash received. Such
gain or loss will be eligible for long-term capital gain or loss treatment if
the Cairn Common Stock is held as a capital asset at the Effective Time and the
holding period for the fractional share (as described in paragraph 5 above) is
more than one year.
7. The discussion entitled "Certain Federal Income Tax
Consequences" in the Joint Proxy Statement/Prospectus of TMRC and Cairn, dated
August 12, 1997, insofar as it relates to statements of law or legal
conclusions, is correct in all material respects.
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Cairn Energy USA, Inc.
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II. LIMITATIONS
1. Except as otherwise indicated, the opinions set forth in
Section I are based upon the Code and its legislative history, the regulations
promulgated thereunder, judicial decisions and current administrative rulings
and practices of the Internal Revenue Service, all as in effect on the date of
this Opinion Letter. These authorities may be amended or revoked at any time.
Any such changes may or may not be retroactive with respect to transactions
entered into or contemplated prior to such changes and could significantly
alter the conclusions reached in this Opinion Letter. There is no assurance
that legislative, judicial or administrative changes will not occur in the
future. The Firm assumes no obligation to update or modify this Opinion Letter
to reflect any developments that may occur after the date of this Opinion
Letter.
2. The opinions set forth in Section I are not binding on the
Internal Revenue Service or the courts. Additionally, the Firm's opinions set
forth herein are dependent upon the accuracy of the representations contained
in the representation letters signed by officers of TMRC and Xxxxx and provided
to the Firm. The Firm has relied upon these representations and any inaccuracy
therein could adversely affect the opinions stated in Section I. Also, the
Firm assumes that the representations will be accurate in all respects material
hereto as of the effective time of the Merger.
3. In connection with this Opinion Letter, the Firm has examined
originals or copies, certified or otherwise identified, of such documents and
records and such statutes, regulations and other instruments as it deemed
necessary or advisable for the purposes of the opinions set forth herein,
including (i) TMRC's Registration Statement on Form S-4 (File No.333-33403),
(ii) the Joint Proxy Statement/Prospectus contained therein, and (iii) the
Merger Agreement. The Firm has assumed that all signatures on all documents
presented to it are genuine, that all documents submitted to it as originals
are accurate originals thereof, that all information submitted to it is
accurate and complete, and that all persons executing and delivering originals
or copies of documents examined by it are competent to execute and deliver such
documents.
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Cairn Energy USA, Inc.
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4. The Firm is expressing its opinions only as to those matters
expressly set forth in Section I. No opinion should be inferred as to any
other matters.
5. This Opinion Letter may be filed as an exhibit to the
Registration Statement. Consent also is given to the reference to the Firm
under the caption "Legal Matters" in the Joint Proxy Statement/Prospectus as
having rendered the opinion in the " Terms of the Merger - Certain Federal
Income Tax Consequences" section of such Joint Proxy Statement/Prospectus. In
giving this consent, the Firm does not thereby admit that it comes into the
category of persons whose consent is required under section 7 of the Securities
Act or the rules and regulations of the Securities Exchange Commission
promulgated thereunder.
Respectfully submitted,
JENKENS & XXXXXXXXX,
a Professional Corporation
By:/s/ XXXXXXX X. XXXXXX
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Xxxxxxx X. Xxxxxx, for the Firm
