EXHIBIT 8.1
XXXXXXXX & XXXXX
PARTNERSHIPS INCLUDING PROFESSIONAL CORPORATIONS
Citicorp Center
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
000 000-0000
Facsimile:
212 446-4900
November 25, 1998
Xxxxxxx Xxxxx Rental Holdings, L.P.
0000 Xxxx Xxxxxx Xxxx
Xxxx Xxxxxxx, Xxxxxxxxxxxx 00000
Re: Offer by Xxxxxxx Xxxxx Rental Holdings, L.P. and Xxxxxxx Xxxxx Holdings
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Capital Corporation to Exchange their Series B 13 3/8% Senior Discount
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Debentures due 2009 for any and all their Series A 13 3/8% Senior
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Discount Debentures due 2009
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We have acted as special counsel to Xxxxxxx Xxxxx Rental Holdings, L.P.
(the "Company") and Xxxxxxx Xxxxx Holdings Capital Corporation ("AC Holdings
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Corp." and, together with the Company, the "Issuers") in connection with their
offer (the "Exchange Offer") to Exchange their Series B 13 3/8% Senior Discount
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Debentures due 2009 (the "Exchange Debentures") for any and all of their Series
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A 13 3/8% Discount Debentures due 2009 (the "Debentures")
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You have requested our opinion as to certain United States federal income tax
consequences of the Exchange Offer. In preparing our opinion, we have reviewed
and relied upon the Company's Registration Statement on Form S-4, filed with the
Securities and Exchange Commission (the "Commission") on September 30, 1998
(such Registration Statement, as amended or supplemented, is hereinafter
referred to as the "Registration Statement"), and such other documents as we
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deemed necessary.
On the basis of the foregoing, it is our opinion that the exchange of the
Debentures for Exchange Debentures pursuant to the Exchange Offer will not be
treated as an "exchange" for United States federal income tax purposes.
The opinions set forth above are based upon the applicable provisions of the
Internal Revenue Code of 1986, as amended; the Treasury Regulations promulgated
or proposed thereunder; current positions of the Internal Revenue Service (the
"IRS") contained in published revenue rulings, revenue procedures, and
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announcements; existing judicial decisions; and other applicable authorities. No
tax rulings have been sought from the IRS with respect to any of the matters
discussed herein. Unlike a ruling from the IRS, opinions of counsel are not
binding on the IRS. Hence, no assurance can be given that the opinions stated in
this letter will not be successfully challenged by the IRS or by a court. We
express no opinion concerning any United States federal income tax consequences
of the Exchange Offer except as expressly set forth above.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm and the summarization
of this opinion under the section titled "Certain United States Federal Income
Tax Consequences" in the Registration Statement.
Very truly yours,
/s/ Xxxxxxxx & Xxxxx
Xxxxxxxx & Xxxxx
