LAW OFFICES OF
XXXXXXX, XXXXXXX & XXXXXXXX, LLP
SAN FRANCISCO LOS ANGELES
000 XXXXXXXXXX XXXXXX
XXX XXXXXXXXX, XXXXXXXXXX 00000-0000
TELEPHONE (000) 000-0000 o FACSIMILE (000) 000-0000
xxx.xxxxxxx.xxx
November 14, 1997
Xxxxxxxx Xxxxx Group, Inc.
0000 X. Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, XX 00000
Re: Agreement and Plan of Merger, dated August 18, 1997, by and
among URS Corporation, a Delaware corporation, W-C Acquisition
Corporation, a Delaware corporation, and Xxxxxxxx-Xxxxx Group,
Inc., a Delaware corporation
Ladies and Gentlemen:
We have acted as special tax counsel to Xxxxxxxx-Xxxxx Group, Inc., a
Delaware corporation (the "Company"), with respect to the Agreement and Plan of
Merger dated August 18, 1997 (the "Plan of Merger") and entered into by and
among URS Corporation, a Delaware corporation ("URS"), W-C Acquisition
Corporation, a Delaware corporation and wholly owned subsidiary of URS ("WCAC"),
and the Company. Pursuant to the Plan of Merger, the Company will merge with and
into WCAC (the "Merger") in accordance with the Plan of Merger and related
Merger Documents (collectively, including the exhibits to each, the "Merger
Agreement"). This opinion is being rendered pursuant to your request. Except as
otherwise provided, capitalized terms not defined herein have the meanings set
forth in the Plan of Merger or in certificates dated October 10, 1997 delivered
to us by URS, WCAC and the Company containing certain representations of URS,
WCAC and the Company (the "Certificates of Representations").
In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
the Plan of Merger and such other documents as we have deemed necessary or
appropriate in order to enable us to render the opinion below, including the
Continuity of Interest Certificates executed by certain stockholders of the
Company in favor of URS, WCAC and the Company (the "Continuity of Interest
Certificates"). In our examination, we have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, conformed or photostatic copies and
the authenticity of the originals of such copies. In rendering the opinion set
forth below, we have assumed and have relied upon (without any independent
investigation or review thereof) the truth and accuracy at all relevant times of
all representations, warranties, statements and covenants made or agreed to by
the Company, URS, WCAC, and their
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November 14, 1997
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management, employees, officers, directors and stockholders, including but not
limited to the those contained in the Certificates of Representations and the
Continuity of Interest Certificates, and upon the representations, warranties
and statements set forth in the Merger Agreement. Further, our opinion assumes
that the Merger will occur fully in accordance with the terms and provisions of
the Plan of Merger and there is (or will be prior to the Closing) due execution
and delivery of all documents where due execution and delivery are a
prerequisite of the effectiveness thereof.
In rendering our opinion, we have considered the applicable provisions
of the Internal Revenue Code of 1986, as amended (the "Code"), Treasury
regulations, pertinent judicial authorities, interpretive rulings of the
Internal Revenue Service and such other authorities as we have considered
relevant. The opinions set forth below are also predicated upon and limited by
the assumptions set forth herein and are further subject to the qualifications,
assumptions, exceptions and limitations set forth below:
(a) The opinions and conclusions set forth herein are based upon the
federal income tax laws of the United States, including the Code, final,
temporary and proposed Treasury regulations, and judicial and administrative
interpretations thereof as they exist on the date of this letter. There can be
no assurance that the legal authorities upon which our opinion is based will not
be modified, revoked, supplemented or otherwise changed, and no assurance can be
given that future legislative, judicial or administrative changes will not
adversely affect the accuracy of the conclusions stated herein. To the extent of
any such changes, our opinion is not applicable. Furthermore, we undertake no
obligations to reexamine or in any way revise our opinion in the light of such
changes, or otherwise advise you of any new developments in the application or
interpretation of the federal income tax laws which might relate to the opinions
expressed herein.
(b) This opinion only represents our best judgment as to the federal
income tax consequences of the Merger and is not binding on the Internal Revenue
Service or the courts.
(c) There is no plan or intention on the part of the Company's
stockholders (a "Plan") to engage in a sale, exchange, transfer, distribution,
pledge, or other disposition (including a distribution by a corporation to its
stockholders) or any transaction which results in a reduction of risk of
ownership, or a direct or indirect disposition (a "Sale") of shares of URS
Common Stock to be received in the Merger that would reduce the Company
stockholders' collective ownership of URS Common Stock to a number of shares
having an aggregate fair market value, as of the Effective Time, of less than
fifty percent (50%) of the value of all of the stock of the Company outstanding
immediately prior to the Merger. Shares of the Company stock with respect to
which dissenters' rights are exercised in the Merger, which are exchanged for
cash in lieu of fractional
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November 14, 1997
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shares of URS Common Stock or which are sold, redeemed or disposed of in a
transaction that is in contemplation of or related to the Merger shall be
considered shares of the Company stock held by stockholders of the Company
immediately before the Merger which are exchanged in the Merger for shares of
URS Common Stock which are then disposed of pursuant to a Plan.
(d) All covenants contained in the Merger Agreement (including all
exhibits thereto), the Certificates of Representations and the Continuity of
Interest Certificates are performed without waiver or breach of any material
provisions thereof.
(e) The shares of Common Stock of the Company surrendered pursuant to
the Merger will not be subject to any liability at the time surrendered and that
no liabilities of any stockholder of the Company will be assumed by URS or WCAC
in connection with the Merger.
(f) Any representation or statement made "to the best of knowledge" or
similarly qualified is correct without such qualification.
Based upon and subject to the foregoing, we are of the opinion that,
for federal income tax purposes, the Merger will be a "reorganization" within
the meaning of Section 368(a)(1) of the Code.
This opinion does not address the various state, local or foreign tax
consequences that may result from the Merger. In addition, no opinion is
expressed as to any federal income tax consequence of the Merger except as
specifically set forth herein, and this opinion may not be relied upon except
with respect to the consequences specifically discussed herein.
No opinion is expressed as to any transaction other than the Merger as
described in the Agreements or to any other transaction whatsoever including the
Merger if all the transactions described in the Agreements are not consummated
in accordance with the terms of the Agreements and without waiver of any
material provisions thereof. To the extent any of the representations,
warranties, statements and assumptions material to our opinion and upon which we
have relied are not complete, correct, true and accurate in all material
respects at all relevant times our opinion would be adversely affected and
should not be relied upon.
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Xxxxxxx, Xxxxxxx & XxXxxxxx, LLP
November 14, 1997
Page 4
This opinion has been delivered for your benefit in connection with the
Merger, and may not be distributed or otherwise made available to any other
person or entity without our prior written consent.
Very truly yours,
/s/ XXXXXXX, XXXXXXX & XXXXXXXX, LLP
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RAS
