EXHIBIT 8.1
[Xxxxxxxx & Xxxxx Letterhead]
March 23, 2001
Aon Corporation
000 Xxxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Re: Agreement and Plan of Merger, dated as of February 23, 2001,
among ASI Solutions Incorporated, Aon Corporation and Merger
Subsidiary, Inc.
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Ladies and Gentlemen:
We have acted as counsel for Aon Corporation, a Delaware corporation
("Aon"), in connection with the merger (the "Merger") of Merger Subsidiary,
Inc., a Delaware corporation and a direct wholly-owned subsidiary of Aon
("Merger Sub"), with and into ASI Solutions Incorporated, a Delaware corporation
("ASI"). The Merger is to be consummated pursuant to the Agreement and Plan of
Merger, dated as of February 23, 2001, among ASI, Aon and Merger Sub (the
"Agreement"). This opinion is being delivered in connection with the
registration statement on Form S-4 relating to the Merger and any amendments
thereto (the "Registration Statement"), which includes the Proxy
Statement/Prospectus of Aon and ASI (the "Proxy Statement/Prospectus") and to
which this opinion appears as an exhibit. Capitalized terms used herein and not
otherwise defined herein have the respective meanings ascribed to those terms in
the Registration Statement.
In providing the opinions expressed below, we have examined and relied
upon (i) the Agreement, (ii) the Registration Statement, including the Proxy
Statement/Prospectus, (iii) the letters of even date herewith to us from Aon and
Merger Sub and from ASI (the "Representation Letters") and (iv) such other
documents and corporate records as we have deemed necessary or appropriate for
purposes of our opinion. We have assumed with your consent that (i) the
Agreement is a valid and binding obligation of the respective parties thereto,
is enforceable in accordance with its terms and is the entire agreement among
the parties with respect to the subject matter thereof; (ii) the Merger will be
consummated in accordance with the provisions of the Agreement and the
Registration Statement; (iii) the statements concerning the Merger set forth in
the Agreement and the Registration Statement are true, complete
Aon Corporation
March 23, 2001
Page 2
and correct and will remain true, complete and correct at all times up to and
including the Effective Time (as defined in the Agreement); (iv) the
representations made by Aon, Merger Sub and ASI in the Representation Letters
are true, complete and correct and will remain true, complete and correct at all
times up to and including the Effective Time (as defined in the Agreement); and
(v) any representations made in the Representation Letters "to the knowledge of"
the representing party or similarly qualified are correct without such
qualification. We have also assumed that the parties have complied with and, if
applicable, will continue to comply with the covenants, agreements and
undertakings contained in the Agreement. If any of these assumptions is untrue
for any reason or if the Merger is consummated in a manner that is different
from the manner in which it is described in the Agreement or the Registration
Statement, then the opinions expressed below may be adversely affected and may
not be relied upon.
The opinions expressed below are based on the current provisions of the
Internal Revenue Code of 1986, as amended (the "Code"), Treasury regulations
promulgated thereunder, published pronouncements of the Internal Revenue Service
and case law, any of which may be changed at any time with retroactive effect.
Any change in applicable law or in the facts and circumstances surrounding the
Merger, or any inaccuracy in the statements, facts, assumptions or
representations upon which we have relied, may affect the continuing validity of
the opinions set forth herein. We assume no responsibility to inform you of any
such change or inaccuracy that may occur or come to our attention. The opinions
set forth herein have no binding effect on the Internal Revenue Service or the
courts of the United States. No assurance can be given that, if the matter were
contested, a court would agree with the opinions set forth herein. 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 consequence of the
Merger.
Based upon and subject to the foregoing and subject to the
qualifications and limitations set forth in the Registration Statement under the
caption "The Proposed Merger-Material United States Federal Income Tax
Consequences," for United States federal income tax purposes, it is our opinion
that:
(i) the Merger qualifies as a reorganization within the meaning of
section 368(a) of the Code;
(ii) no gain or loss will be recognized by United States holders of
ASI common stock on the exchange of their ASI common stock for
Aon common stock in the Merger (except for cash received
instead of fractional shares);
Aon Corporation
March 23, 2001
Page 3
(iii) the aggregate adjusted basis of the Aon common stock received
in the Merger by a United States holder (including any
fractional share of Aon common stock with respect to which the
United States holder receives cash) will be equal to the
aggregate adjusted basis of the United States holder's ASI
common stock exchanged for that Aon common stock; and
(iv) the holding period of the Aon common stock received in the
Merger by a United States holder will include the holding
period of the United States holder's ASI common stock
exchanged for that Aon common stock.
We express an opinion herein only as to those matters specifically set
forth above, and no opinion should be inferred as to the tax consequences of the
Merger under any state, local or non-United States law, or with respect to
other areas of United States federal taxation. We do not express any opinion
herein concerning any law other than the federal income tax law of the United
States. We hereby consent to the filing of this opinion as Exhibit 8.1 to the
Registration Statement and to the use of our firm name therein under the
captions "The Proposed Merger-Printer Material United States Federal Income Tax
Consequences" and "Legal Matters."
Very truly yours,
/s/ Xxxxxxxx & Xxxxx
