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Exhibit 8.1
[LETTERHEAD OF XXXX, XXXXXXXX, XXXXXXXX & XXXXXX LLP]
December 1, 1997
23062.81578
Lexington Corporate Properties, Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Agreement and Plan of Merger, dated as of May 29, 1997, between
Corporate Realty Income Trust I and Lexington Corporate Properties,
Inc.
Ladies and Gentlemen:
We have acted as counsel to Lexington Corporate Properties, Inc., a
Maryland corporation (the "Company"), in connection with the proposed merger of
Corporate Realty Income Trust I, a Massachusetts business trust (the "Trust"),
with and into the Company pursuant to the Agreement and Plan of Merger dated as
of May 29, 1997, between the Trust and the Company (the "Merger") (the "Merger
Agreement"). As counsel to the Company, we have assisted in the preparation of
the proxy statement (the "Proxy Statement") that forms a part of the
registration statement of the Company on Form S-4 registering shares of common
stock, par value $.0001 per share, of the Company to be issued in the Merger
(the "S-4"), including the discussions of certain United States federal income
tax consequences resulting from the Merger under the heading "Material United
States Federal Income Tax Consequences."
Except as otherwise provided, capitalized terms not defined herein have
the meanings set forth in the Merger Agreement or in the officer's certificates
that have been delivered to us by the Company and the Trust for purposes of this
opinion and that contain certain representations of the Company and the Trust
(the "Officer's Certificates").
The discussion of certain United States federal income tax consequences
referred to in the first paragraph hereof and this opinion are based upon and
subject to:
(i) the Merger being effected in the manner described in the Proxy
Statement and in accordance with the provisions of the Merger Agreement,
which is the only document containing the substantive terms of the Merger;
(ii) the accuracy and completeness, at all times through the
Effective Time of the Merger, of the representations made to us by the
Company and the Trust in their respective Officer's Certificates
(including, in the case of representations made to the best knowledge of
Trust or Company management, or similarly qualified, the accuracy and
completeness, at all times through the Effective Time of the Merger, of
such representations as though not so qualified);
(iii) the accuracy and completeness, at all times through the
Effective Time of the Merger, of the representations made by certain
holders of Trust Shares in the certificates that such holders have
delivered for purposes of this opinion;
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(iv) the accuracy and completeness, at all times through the
Effective Time of the Merger, of the statements concerning the Merger set
forth in the Proxy Statement, including the purposes of the Company and
the Trust for consummating the Merger; and
(v) the accuracy and completeness, at all times through the
Effective Time of the Merger, of any statements concerning the Merger that
have come to our attention during our engagement.
Based on our examination of the foregoing items and subject to the
limitations set forth herein, we are of the opinion that, for United States
federal income tax purposes, the Merger will constitute a reorganization within
the meaning of Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as
amended.
Except to the extent specifically stated herein, this opinion does not
address any United States federal, state, local or foreign tax consequences
that may result from the Merger.
We hereby consent to (i) the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the S-4 and (ii) the reference to our
firm under the heading "Material United States Federal Income Tax Consequences"
in the Proxy Statement. 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.
Very truly yours,
/s/ Xxxx, Xxxxxxxx, Xxxxxxxx & Xxxxxx LLP
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XXXX, XXXXXXXX, XXXXXXXX & XXXXXX LLP
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