Exhibit 8.2
[LETTERHEAD OF XXXX, XXXXXXXX, XXXXXXXX & XXXXXX LLP]
August 20, 1999
Metro Networks, Inc.
0000 Xxxx Xxx Xxxx.
Houston, Texas 77056
Re: Agreement and Plan of Merger, dated as of June 1, 1999,
as amended, among Westwood One, Inc., Copter
Acquisition Corp. and Metro Networks, Inc.
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Ladies and Gentlemen:
We have acted as counsel to Metro Networks, Inc., a Delaware corporation
(the "Company"), in connection with the proposed merger of Copter Acquisition
Corp., a Delaware corporation ("Copter") and a wholly owned subsidiary of
Westwood One, Inc., a Delaware corporation ("Westwood"), with and into the
Company (the "Merger") pursuant to the Agreement and Plan of Merger dated as
of June 1, 1999, as amended, among Westwood, Copter and the Company (the
"Merger Agreement"). At your request, in connection with the filing of the
registration statement on Form S-4 filed with the Securities and Exchange
Commission in connection with the Merger (the "Registration Statement"), we
are rendering our opinion regarding certain federal income tax consequences
of the Merger.
Except as otherwise provided, capitalized terms not defined herein have
the meanings set forth in the Merger Agreement or in the certificates that
have been delivered to us by the Company and Westwood (on behalf of Westwood
and Copter) for purposes of this opinion and that contain the representations
of the Company and Westwood (the "Officer's Certificates").
This opinion is based upon and subject to:
(i) the Merger being effected in the manner described in the
Registration Statement and Proxy Statement (the "Proxy Statement") and in
accordance with the provisions of the Merger Agreement, which is the only
document containing the substantive terms of the Merger;
Metro Networks, Inc.
August 20, 1999
Page 2
(ii) the accuracy and completeness, at all times through the Effective
Time of the Merger, of the representations made to us by the Company and
Westwood in their respective Officer's Certificates (including, in the case
of representations made to the best knowledge of the Company or Westwood
management, or similarly qualified, the accuracy and completeness, at all
times through the Effective Time of the Merger, of such representations as
though not so qualified);
(iii) the accuracy and completeness, at all times through the Effective
Time of the Merger, of the representations made by certain holders of shares
of Company stock in the certificates that such holders have delivered for
purposes of this opinion;
(iv) the accuracy and completeness, at all times through the Effective
Time of the Merger, of the statements concerning the Merger set forth in the
Registration Statement, Proxy Statement and Merger Agreement, including the
purposes of the Company and Westwood for consummating the Merger; and
(v) the accuracy and completeness, at all times through the Effective
Time of the Merger, of any statements concerning the Merger that have come to
our attention during our engagement.
Based on our examination of the foregoing items and subject to the
limitations set forth herein, we are of the opinion that, for United States
federal income tax purposes, the Merger will constitute a reorganization
within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as
amended.
Our opinion is based on current provisions of the Code, Treasury
Regulations promulgated thereunder, published pronouncements of the Internal
Revenue Service and case law, any of which may be changed at any time with
retroactive effect. Any change in applicable laws or facts and circumstances
surrounding the Merger, or any inaccuracy in the statements, facts,
assumptions and representations on which we have relied, may affect the
continuing validity of the opinion set forth herein. We assume no
responsibility to inform you of any change or inaccuracy that may occur or
come to our attention.
We express no opinion as to the United States federal income tax
consequences of the Merger to stockholders subject to special treatment under
United States federal income tax law (including, for example, foreign
persons, financial institutions, dealers in securities, traders in securities
who elect to apply a mark-to-market method of accounting, insurance
companies, tax-exempt entities, holders who do not hold their shares of the
Company as capital assets, holders who acquired their shares of the Company
pursuant to the exercise of an employee stock option or right or otherwise
as compensation, and holders who hold shares of the Company as part of a
"hedge," "straddle" or "conversion transaction"). In addition, no
opinion is expressed with respect to the tax consequences of the Merger under
applicable foreign, state or local laws or under any federal tax laws other
than those pertaining to the income tax, and may not be relied upon, in each
case except to the extent specifically stated herein.
Metro Networks, Inc.
August 20, 1999
Page 3
We hereby consent to (i) the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the Registration Statement and (ii)
the reference to our firm under the heading "Material United States Federal
Income Tax Consequences of the Merger" in the Registration Statement. In
giving such consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act of
1933.
Very truly yours,
/s/ Xxxx, Xxxxxxxx, Xxxxxxxx &
Xxxxxx LLP
