EXHIBIT 8.1
January 17, 2001
PRIMEDIA Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Agreement and Plan of Merger among PRIMEDIA Inc.,
Abracadabra Acquisition Corporation and Xxxxx.xxx, Inc.,
dated as of October 29, 2000, as amended January 2, 2001
Ladies and Gentlemen:
We have acted as special counsel to PRIMEDIA Inc. ("Parent"), a Delaware
corporation, in connection with the proposed merger (the "Merger") of
Abracadabra Acquisition Corporation ("Merger Sub"), a Delaware corporation and a
direct wholly-owned subsidiary of Parent, with and into Xxxxx.xxx, Inc.
("Company"), a Delaware corporation, with the separate corporate existence of
Merger Sub ceasing and Company continuing as the surviving corporation. The
Merger will be consummated pursuant to the Agreement and Plan of Merger dated as
of October 29, 2000, as amended or supplemented through the date hereof, by and
among Parent, Merger Sub and Company (the "Merger Agreement"). For purposes of
this opinion, capitalized terms used and not otherwise defined herein shall have
the meaning ascribed thereto in the Merger Agreement. This opinion is being
delivered in connection with Parent's Registration Statement on Form S-4
relating to the proposed Merger pursuant to the Merger Agreement (the
"Registration Statement") to which this opinion appears as an exhibit. In acting
as counsel to Parent in connection with the Merger, we have, in preparing our
opinion, as hereinafter set forth, participated in the preparation of the Merger
Agreement and the preparation and filing of the Registration Statement.
You have requested that we render the opinion set forth below. In rendering
such opinion, we have assumed with your consent that (i) the Merger will be
effected in accordance with the Merger Agreement, (ii) the statements concerning
the Merger set forth in the Merger Agreement and the Registration Statement are
true, complete and correct and will remain true, complete and correct at all
times up to and including the Effective Time, (iii) the representations made by
Parent, Merger Sub and Company in their respective letters delivered to us for
purposes of this opinion (the "Representation Letters") are true, complete and
correct and will remain true, complete and correct at all times up to and
including the Effective Time, and (iv) any representations made in the
Representation Letters "to the best knowledge of" or similarly qualified are
true, correct and complete without such qualification. We have also assumed that
the parties have complied with and, if applicable, will continue to comply with,
the covenants contained in the Merger Agreement. We have examined the documents
referred to above and the originals, or duplicates or certified or conformed
copies, of such records, documents, certificates or other instruments and made
such other inquiries as in our judgment are necessary or appropriate to enable
us to render the opinion set forth below. We have not, however, undertaken any
independent investigation of any factual matter set forth in any of the
foregoing.
If the Merger is effected on a factual basis different from that
contemplated in the Merger Agreement and the Registration Statement the opinion
expressed herein may be inapplicable. Our opinion is based on the Internal
Revenue Code of 1986, as amended (the "Code"), Treasury Regulations,
administrative interpretations, and judicial precedents as of the date hereof.
If there is any subsequent change in the applicable law or regulations, or if
there are subsequently any new applicable administrative or judicial
interpretations of the law or regulations, the opinion expressed herein may
become inapplicable.
Based on and subject to the foregoing, the discussion contained in the
Registration Statement under the caption "THE MERGER--Material United States
Federal Income Tax Consequences of the Merger," constitutes, in all material
respects, an accurate summary of the United States federal income tax matters
described therein.
We express our opinion herein only as to those matters specifically set
forth above and no opinion should be inferred as to the tax consequences of the
Merger under any state, local or foreign law, or with respect to other areas of
United States federal taxation. We are members of the Bar of the State of New
York, and we do not express any opinion herein concerning any law other than the
federal law of the United States.
We hereby consent to the filing of this opinion as Exhibit 8.1 to the
Registration Statement and to the references to our firm name therein.
Very truly yours,
/s/ XXXXXXX XXXXXXX & XXXXXXXX
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XXXXXXX XXXXXXX & XXXXXXXX
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