EXHIBIT 8.1
Weil, Gotshal & Xxxxxx LLP
A limited liability partnership
including professional corporations
000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000-0000
(000) 000-0000
FAX: (000) 000-0000
January 23, 1997
X. X. Penney Company, Inc.
0000 Xxxxxx Xxxxx
Xxxxx, Xxxxx 00000-0000
Ladies and Gentlemen:
In connection with the registration by X. X. Xxxxxx Company, Inc., a
Delaware corporation ("JCPenney"), of shares of common stock, par value 50c per
share, of JCPenney under the Securities Act of 1933, as amended (the "Securities
Act"), on a Registration Statement on Form S-4, filed with the Securities and
Exchange Commission on January 23, 1997 (with all amendments thereto, the
"Registration Statement"), you have requested our opinion with respect to the
matters set forth below.
In formulating our opinion, we examined such documents as we deemed
appropriate, including the Amended and Restated Agreement and Plan of Merger,
dated as of November 2, 1996, (the "Merger Agreement"), among JCPenney, Omega
Acquisition Corporation, a Delaware Corporation and wholly-owned subsidiary of
JCPenney, and Eckerd Corporation, a Delaware corporation, and the Registration
Statement.
Our opinion set forth below assumes (1) the accuracy of the statements
and facts concerning the Offer and the Merger (as such terms are defined in the
Registration Statement) set forth in the Merger Agreement and the Registration
Statement; (2) that the Merger is consummated in the manner contemplated by, and
in accordance with the terms set forth in, the Merger Agreement and the
Registration Statement; and (3) the accuracy of the representations contained
in Annex 1 and Annex 2 to the Merger Agreement.
Based upon the facts and statements set forth above, our examination
and review of the documents referred to above and subject to the assumptions set
forth above, we are of the opinion
X.X. Penney Company, Inc.
January 23, 1997
Page 2
that the legal conclusions set forth under the heading "Certain Federal Income
Tax Consequences" in the Registration Statement are correct in all material
respects. We express no opinion as to any matter other than those specifically
set forth herein.
Our opinion is based on current provisions of the Internal Revenue
Code of 1986, as amended, the 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 laws or the facts and circumstances surrounding the Merger, or any
change or inaccuracy in the statements, facts, assumptions and representations
on which we have relied, may affect the continuing validity of the opinion set
forth herein. We assume no responsibility to inform you of any such change or
inaccuracy that may occur or come to our attention.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to this firm under the heading
"Legal Matters" in the Registration Statement, without admitting that we are
"experts" under the Securities Act or the rules and regulations promulgated
thereunder with respect to any part of the Registration Statement.
Very truly yours,
/s/ Weil, Gotshal & Xxxxxx LLP
