EXHIBIT (8)-2
Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
(000) 000-0000
September 4, 1998
Sierra Pacific Resources
0000 Xxxx Xxxx
Xxxx, Xxxxxx 00000
Re: Agreement and Plan of Merger Among Nevada
Power Company, Sierra Pacific Resources,
Desert Merger Sub, Inc. and Lake Merger Sub, Inc.
-------------------------------------------------
Ladies and Gentlemen:
We have acted as special tax counsel to Sierra Pacific Resources, a
Nevada corporation (the "Company") in connection with the Agreement and Plan of
Merger, dated as of April 29, 1998 ("Merger Agreement"), among the Company,
Nevada Power Company, a Nevada corporation ("Nevada Power"), Desert Merger Sub,
Inc., a Nevada corporation and a wholly owned subsidiary of the Company ("Desert
Merger Sub"), and Lake Merger Sub, Inc., a Nevada corporation and a wholly owned
subsidiary of the Company ("Lake Merger Sub"). Capitalized terms used herein
but not defined have the meaning assigned to them in the Merger Agreement.
Pursuant to the Merger Agreement: (i) Lake Merger Sub will be
merged with and into the Company with the Company as the surviving
corporation (the "First Merger") and each issued and outstanding share of
Sierra Pacific Common Stock will be converted into either $37.55 in cash or
1.44 fully paid and non-assessable shares of Sierra Pacific Common Stock, as
stated in section 2.1(c) of the Merger Agreement; and (ii) Nevada Power will
be merged with and into Desert Merger Sub with Desert Merger Sub as the
surviving corporation (the "Second Merger") and each issued and outstanding
share of Nevada Power Common Stock ("Nevada Power Common Stock") will be
converted into either $26.00 in cash or one (1) fully paid and non-assessable
share of Sierra Pacific Common Stock, as stated in section 2.2(c) of the
Merger Agreement.
For purposes of this opinion, we have relied upon, and assumed the
completeness, truth, and accuracy of the information contained in the Merger
Agreement and in the Joint Proxy Statement/Prospectus and have assumed that
the First Merger and the Second Merger will be consummated (A) in accordance
with the terms of the Merger Agreement and that none of the terms or
conditions contained therein has been or will be waived or modified in any
respect and (B) as described in the Joint Proxy Statement/Prospectus. In
addition, we have relied upon certain customary assumptions and
representations of the Company, Nevada Power, Desert Merger Sub and Lake
Merger Sub and have assumed, in connection
therewith, that any such representations that are qualified by reference to
the knowledge of the representor (E.G., a representation that a statement is
true "to the knowledge of" management) are true without such qualification.
Moreover, 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 or photostatic copies and the authenticity of
the originals of such documents.
Based upon and subject to the foregoing, and provided that the
Merger Agreement and tax representations referenced above set forth all of
the material facts relating to the First Merger and the Second Merger fully
and accurately as of the date hereof, and will continue to set forth such
facts fully and accurately at all times to and including the Effective Time
of the First Merger and the Effective Time of the Second Merger, we are of
the opinion that: (i) the First Merger will be a tax-free transaction under
the Code and that the Company, Lake Merger Sub, and the stockholders of the
Company who exchange their shares solely for Sierra Pacific Common Stock will
recognize no gain or loss for federal income tax purposes as a result of the
consummation of the First Merger; and (ii) the Second Merger will be a
tax-free reorganization under the Code and that Nevada Power, Desert Merger
Sub and the stockholders of Nevada Power who exchange their shares solely for
Sierra Pacific Common Stock will recognize no gain or loss for federal income
tax purposes as a result of the consummation of the Second Merger.
This opinion relates solely to the federal income tax consequences of
the First Merger and the Second Merger, and no opinion is expressed as to
consequences under any foreign, state or local tax law. Further, and
notwithstanding anything in the foregoing to the contrary, no opinion is
expressed as to the effect upon the opinion set forth above of any provision of
law that may affect any particular person differently than any other person, by
reason of such first-mentioned person's special status, characteristics or
situation, including, but not limited to, (i) employees of the Company or Sierra
Pacific, and (ii) stockholders of the Company or Sierra Pacific who are not U.S.
persons (within the meaning of Section 7701(a)(30) of the Internal Revenue Code
of 1986, as amended (the "Code")). Except as explicitly stated herein, no other
opinion is expressed or implied. This opinion is based upon the currently
applicable provisions of the Code, regulations thereunder, current published
positions of the Internal Revenue Service, and judicial authorities published to
date, all of which are subject to change by the Congress, the Treasury
Department, the Internal Revenue Service or the courts. Any such change may be
retroactive with respect to transactions entered into prior to the date of such
change. No assurance can be provided as to the effect upon our opinion of any
such change. Finally, this opinion is not binding upon the Internal Revenue
Service or the courts, and no assurance can be given that they will accept this
opinion or agree with the views expressed herein.
This opinion is intended for the sole benefit of the Company, and is
not to be relied upon by any other person without our prior written consent.
We hereby consent to the filing of this opinion as Exhibit (8)-2
to the Joint Proxy Statement/Prospectus on Form S-4, and to the reference to
us under the caption "Legal Matters" in the Joint Proxy Statement/Prospectus.
Very truly yours,
/s/ Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
