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EXHIBIT 8.1
[XXXXXX & AUSTIN LETTERHEAD]
January 14, 1997
CLARCOR Inc.
0000 Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
Ladies and Gentlemen:
We refer to the Agreement and Plan of Merger dated as of September 23,
1996 (the "Merger Agreement") among CLARCOR, Inc., a Delaware corporation
("Parent"), CUAC Inc., an Ohio corporation and a direct wholly-owned subsidiary
of Parent ("Sub"), and United Air Specialists, Inc., an Ohio corporation (the
"Company"), which provides for the merger (the "Merger") of Sub with and into
the Company on the terms and conditions therein set forth, the time at which the
Merger becomes effective being hereinafter referred to as the "Effective Time."
Capitalized terms not defined herein have the meanings specified in the Merger
Agreement.
As provided in the Merger Agreement, at the Effective Time, by reason
of the Merger: (i) all outstanding Company Common Shares then held in the
treasury of the Company or by any wholly-owned subsidiary of the Company and any
Company Common Shares then owned by Parent, Sub or any other wholly-owned
subsidiary of Parent will be canceled and no capital stock of Parent or other
consideration will be delivered in exchange therefor; (ii) each then outstanding
share of capital stock of Sub will be converted into one share of Common Stock
of the Surviving Corporation; and (iii) each then outstanding Company Common
Share (other than shares canceled as described in clause (i) above and shares in
respect of which dissenters' rights are properly exercised) will be converted
into .3702116 of a share of Parent Common Stock (subject to adjustment in
certain circumstances) including the corresponding percentage of Parent Rights,
with cash being paid in lieu of fractional shares of Parent Common Stock.
Accordingly, immediately following the Merger, the former holders of Company
Common Shares will hold Parent Common Stock and the associated Parent Rights
issued in the Merger (and cash in lieu of any fractional shares of Parent
Common Stock) and the Company, as the corporation surviving the Merger, will be
a wholly-owned subsidiary of Parent. The Merger and the Merger Agreement are
more fully described in Parent's Registration Statement on Form S-4 (the
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CLARCOR Inc.
January 14, 1997
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"Registration Statement") relating to the registration of 1,209,302 shares of
Parent Common Stock and associated Parent Rights, which is being filed by
Parent with the Securities and Exchange Commission pursuant to the Securities
Act of l933, as amended. The Registration Statement includes the Proxy
Statement/Prospectus (the "Prospectus") of Parent and the Company.
In rendering the opinions expressed below, we have relied upon the
accuracy of the facts, information and representations and the completeness of
the covenants contained in the Merger Agreement, the Prospectus and such other
documents as we have deemed relevant and necessary. Such opinions are
conditioned, among other things, not only upon such accuracy and completeness as
of the date hereof, but also the continuing accuracy and completeness thereof as
of the Effective Time. Moreover, we have assumed the absence of any change to
any of such instruments between the date hereof and the Effective Time.
We have assumed the authenticity of all documents submitted to us as
originals, the genuineness of all signatures, the legal capacity of all natural
persons and the conformity with original documents of all copies submitted to us
for our examination. We have also assumed that: (i) the transactions related to
the Merger or contemplated by the Merger Agreement will be consummated (A) in
accordance with the Merger Agreement and (B) as described in the Prospectus;
(ii) the Merger will qualify as a statutory merger under the laws of the State
of Ohio; (iii) the accuracy as of the date hereof, and the continuing accuracy
as of the Effective Time, of the written statements made by executives of Parent
and the Company contained in the Parent Tax Certificate and the Company Tax
Certificate, respectively, and the written statements made by certain
shareholders of the Company in the Shareholder Certificates. We have not
independently verified any factual matters relating to the Merger in connection
with or apart from our preparation of this letter and accordingly this letter
does not take into account any matters not set forth herein which might have
been disclosed by independent verification.
In rendering the opinions expressed below, we have considered the
applicable provisions of the Internal Revenue Code of 1986, as amended (the
"Code"), Regulations promulgated thereunder by the United States Treasury
Department (the "Regulations"), pertinent judicial authorities, rulings of the
Internal Revenue Service and such other authorities as we have considered
relevant. It should be noted that the Code, the Regulations and such judicial
decisions, administrative interpretations and other authorities are subject to
change at any time and, in some circumstances, with retroactive effect; and any
such change could affect the opinions stated herein.
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CLARCOR Inc.
January 14, 1997
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Based upon and subject to the foregoing, it is our opinion, as counsel
for Parent, that:
(1) The Merger will constitute a "reorganization" within the meaning
of Section 368(a) of the Code, and the Company, Sub and Parent will each be a
party to such reorganization within the meaning of Section 368(b) of the Code.
(2) No gain or loss will be recognized by Parent or the Company as a
result of the Merger.
(3) No gain or loss will be recognized by the non-dissenting
shareholders of the Company upon the conversion of their Company Common Shares
into shares of Parent Common Stock in accordance with the Merger, except with
respect to cash, if any, received in lieu of fractional shares of Parent Common
Stock.
(4) The aggregate tax basis of the shares of Parent Common Stock
received by a shareholder in exchange for Company Common Shares in accordance
with the Merger (including fractional shares of Parent Common Stock for which
cash is received) will be the same as the aggregate tax basis of such Company
Common Shares.
(5) The holding period for shares of Parent Common Stock received by
a shareholder in exchange for Company Common Shares in accordance with the
Merger will include the period that such Company Common Shares were held by the
shareholder, provided such Company Common Shares were held as capital assets by
such shareholder at the Effective Time.
(6) A shareholder of the Company who receives cash in lieu of a
fractional share of Parent Common Stock will recognize gain or loss equal to the
difference, if any, between such shareholder's basis in such fractional share
and the amount of cash received.
Except as expressly set forth in paragraphs 1 through 6, inclusive,
you have not requested, and we do not herein express, any opinion concerning the
tax consequences of, or any other matters related to, the Merger.
We assume no obligation to update or supplement this letter to reflect
any facts or circumstances which may hereafter come to our attention with
respect to the opinions expressed
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CLARCOR Inc.
January 14, 1997
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above, including any changes in applicable law which may hereafter occur.
We hereby consent to the filing of this letter as an Exhibit to the
Registration Statement.
Very truly yours,
Xxxxxx & Austin
