Exhibit 8
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XXX XXXXXXX XXXX XXXXX XXX XXXX, XX 00000-1490 212.858.1000 F:212.858.1500
November 9, 2001
MasterCard International Incorporated
0000 Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxx Xxxx 00000
Re: Share Exchange and Integration Agreement
by and among MasterCard Incorporated,
MasterCard International Incorporated, and
Europay International S.A. and Related Documents
Ladies and Gentlemen:
We have acted as special tax counsel for MasterCard
International Incorporated, a Delaware non-stock corporation ("MasterCard
International"), and MasterCard Incorporated, a Delaware stock corporation
("MasterCard Incorporated"), in connection with:
(i) the proposed merger of MasterCard Merger Sub, Inc., a
Delaware non-stock corporation and wholly-owned
subsidiary of MasterCard Incorporated ("Merger Sub"),
with and into MasterCard International, with
MasterCard International surviving (the
"Conversion"); and
(ii) the proposed transfer by (A) the shareholders of
Europay International S.A., a Belgian company limited
by shares ("Europay"), other than MasterCard/Europay
U.K. Limited, a United Kingdom limited company
("MEPUK") and MasterCard International, of their
shares of Europay stock and (B) the shareholders of
MEPUK of their shares of MEPUK stock, in each case to
MasterCard Incorporated in exchange for shares of
MasterCard Incorporated stock (the "Integration").
In connection with the Conversion and Integration, MasterCard
Incorporated has filed a registration statement on Form S-4 (as amended, the
"Registration Statement") with the United States Securities and Exchange
Commission (the "Commission").
As special tax counsel to MasterCard International and
MasterCard Incorporated, we have examined certain documents(1) and the proxy
statement-prospectus to be used in
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(1) The documents that we have examined include (i) the Share Exchange and
Integration Agreement by and among MasterCard Incorporated, MasterCard
International, and Europay (the "Integration
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connection with the Conversion and Integration (the "Proxy Statement"),
including the discussions contained therein under the headings "Questions and
Answers About the Conversion; Q: What are the U.S. federal income tax
consequences of the conversion?," "Questions and Answers About the Integration;
Q: What are the U.S. federal income tax consequences of the integration?," and
"Federal Income Tax Consequences of the Conversion and the Integration." The
Proxy Statement is part of the Registration Statement.
Except as otherwise provided, capitalized terms not defined
herein have the meanings ascribed to them in the Integration Agreement or in the
letter that MasterCard International has delivered to us on or about the date
hereof that contains certain statements and representations upon which we have
relied for purposes of this opinion (the "Representation Letter").
This opinion is based upon and subject to:
(i) the Conversion and Integration being effected in the
manner described in the Proxy Statement and in
accordance with the terms of the Operative Documents;
(ii) the accuracy and completeness of the statements and
representations in the Representation Letter, and
their continuing accuracy and completeness at all
times through each of the Closing Date, the
Transition Date and the second anniversary of the
Transition Date;
(iii) the accuracy and completeness of the statements
concerning the Conversion and Integration set forth
in the Proxy Statement, including the purposes of
MasterCard International for consummating the
Conversion and Integration;
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Agreement"), (ii) the Agreement and Plan of Merger by and among
MasterCard International, MasterCard Incorporated and Merger Sub,
(iii) the Share Exchange Agreement by and among MasterCard
Incorporated, MasterCard International and each Europay shareholder,
other than MEPUK and MasterCard International, (iv) the Amended and
Restated Certificate of Incorporation of MasterCard Incorporated, (v)
the Amended and Restated Bylaws of MasterCard Incorporated, (vi) the
Amended and Restated Certificate of Incorporation of MasterCard
International, (vii) the Amended and Restated Bylaws of MasterCard
International and (viii) the Share Exchange Agreement by and among
MasterCard Incorporated and the shareholders of MEPUK, in the case of
each of (i) through (vii), in the form filed as an exhibit to the
Registration Statement and, in the case of (viii), in the form of a
draft dated October 1, 2001 (collectively, the "Operative Documents").
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(iv) the accuracy and completeness of the representations
set forth in any Operative Document; and
(v) our assumptions that (A) any statement or
representation in the Representation Letter or in any
Operative Document that is directly or indirectly
qualified by "knowledge," "belief," "understanding,"
"estimation" or other similar qualification is
accurate and complete as if it had been made without
any qualification, and (B) in the case of any
statement or representation in the Representation
Letter or in any Operative Document relating to the
absence of any plan, intention, understanding or
agreement, there is in fact no such plan, intention,
understanding or agreement.
On the basis of the foregoing and upon consideration of
applicable law, subject to the limitations set forth herein and the
qualifications stated therein, the discussion set forth under the caption
"Federal Income Tax Consequences of the Conversion and Integration" in the Proxy
Statement, insofar as it relates to matters of law and legal conclusions,
constitutes our opinion as to the material United States federal income tax
consequences of the Conversion or the Integration, or both, to the principal
members of MasterCard International, the shareholders of Europay and MEPUK,
MasterCard International and MasterCard Incorporated.
This opinion is limited to the federal income tax laws of the
United States and does not consider the effects of any state, local or
non-United States tax laws or any United States federal laws other than those
pertaining to income taxation. This opinion may not be relied upon except as to
the consequences specifically discussed herein. This opinion is based on the
Internal Revenue Code of 1986, as amended, Treasury regulations promulgated
thereunder, Internal Revenue Service rulings interpreting the foregoing, and
pertinent judicial authority, all as in effect on the date hereof, and assumes
that no substantial changes in such authorities will be promulgated or occur
between the date hereof and each of the Closing Date, the Transition Date and
the second anniversary of the Transition Date.
We hereby consent to being named in the Registration Statement
as special tax counsel that has passed upon the above-referenced United States
federal income tax matters with respect to the Conversion and Integration for
MasterCard Incorporated. We also hereby consent to the filing of this opinion as
an exhibit to the Registration Statement. In giving such consent we do not
thereby admit that we are in the category of
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persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended, or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Pillsbury Winthrop LLP
