Exhibit 8.1
XXXXXX XXXXXX XXXXX & XXXX LLP
BEIJING 000 XXXXXXX XXXXXX XXX XXXXXXX
---- XXX XXXX, NEW YORK 10019 ----
BRUSSELS TELEPHONE 000 000 0000 NEW YORK
---- FACSIMILE 212 839 5599 ----
CHICAGO xxx.xxxxxx.xxx SAN FRANCISCO
---- ----
DALLAS FOUNDED 1866 SHANGHAI
---- ----
GENEVA SINGAPORE
---- ----
HONG KONG TOKYO
---- ----
LONDON WASHINGTON, D.C.
December 23, 2003
SCORS Depositor Inc.
Park Avenue Plaza
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: SCORS Depositor Inc.
Registration Statement on Form S-3
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Ladies and Gentlemen:
We have acted as special tax counsel for SCORS Depositor Inc., a
Delaware corporation (the "Corporation"), in connection with the preparation
of its registration statement on Form S-3 (the "Registration Statement")
relating to the issuance from time to time in one or more series (each, a
"Series") of trust certificates (the "Securities") that are registered on such
Registration Statement. The Registration Statement has been filed with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Act"). As set forth in the Registration Statement,
each Series of Securities will be issued under and pursuant to the conditions
of a trust agreement (each an "Agreement") among the Corporation and a trustee
(the "Trustee") to be identified in the prospectus supplement for such Series
of Securities.
We have examined the prospectus contained in the Registration
Statement (the "Prospectus") and such other documents, records and instruments
as we have deemed necessary for the purposes of this opinion.
We have advised the Corporation with respect to certain federal
income tax consequences of the proposed issuance of the Securities. This
advice is summarized under the heading "Material Federal Income Tax
Consequences" in the Prospectus. Such description does not purport to discuss
all possible federal income tax ramifications of the proposed issuance, but
with respect to those federal income tax consequences that are discussed, in
our opinion, the description is accurate in all material respects. We hereby
confirm and adopt each opinion expressly set forth under the above quoted
heading in the Prospectus as representing our opinion as to the material
federal income tax consequences of the purchase, ownership and disposition of
XXXXXX XXXXXX XXXXX & XXXX LLP NEW YORK
SCORS Depositor Inc.
December 23, 2003
Page 2
the Securities. There can be no assurance, however, that contrary positions
will not be taken by the Internal Revenue Service or that the law will not
change.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the references to this firm as special federal
tax counsel to the Corporation under the above quoted heading in the
Prospectus forming a part of the Registration Statement, without implying or
admitting that we are "experts" within the meaning of the Act or the rules and
regulations of the Commission issued thereunder, with respect to any part of
the Registration Statement, including this exhibit.
Very truly yours,
Xxxxxx Xxxxxx Xxxxx & Xxxx LLP
