Exhibit 8.1
September 13, 1999
IXC Communications, Inc
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▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Re: Agreement and Plan of Merger Dated as of July 20, 1999 By and
Among CINCINNATI ▇▇▇▇, INC., IVORY MERGER INC. AND IXC
COMMUNICATIONS, INC.
Dear Sirs:
We have acted as counsel for IXC Communications, Inc., a Delaware
corporation ("IXC"), in connection with the merger (the "Merger") of Ivory
Merger, Inc., a Delaware corporation ("Sub") and wholly-owned subsidiary of
Cincinnati ▇▇▇▇, Inc., an Ohio corporation ("CBI"), with and into IXC
Communications, Inc., a Delaware corporation ("IXC") pursuant to an Agreement
and Plan of Merger, dated as of July 20, 1999, by and among IXC, Sub and CBI
(the "Merger Agreement").
In that connection, you have requested our opinion regarding certain
U.S. Federal income tax consequences of the Merger. In providing our opinion, we
have examined the Merger Agreement, the registration statement on Form S-4 (the
"Registration Statement"), which includes the Joint Proxy Statement and
Prospectus of IXC and CBI (the "Proxy Statement/Prospectus"), filed with the
Securities and Exchange Commission (the "SEC") on September 13, 1999, and such
other documents and corporate records as we have deemed necessary or appropriate
for purposes of our opinion. In our examination, we have assumed the genuineness
of all signatures, the legal capacity of all natural persons, the authority of
all persons signing documents, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as certified, conformed or photostatic copies and the authenticity of the
originals of such copies. In addition, we have assumed that (i) the Merger will
be consummated in accordance with the provisions of the Merger Agreement and the
Registration Statement, (ii) the statements concerning the Merger set forth in
the Merger Agreement and the Registration Statement are true, complete and
correct, (iii) the
IXC Communications, Inc.
September 13, 1999
Page 2
representations made by IXC and CBI, 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 (as defined in the Merger Agreement),
(iv) any representations made in the Representation Letters "to the best
knowledge of" or similarly qualified are correct without such qualification
and (v) payment to holders of any preferred stock of IXC pursuant to the
exercise of such holders' appraisal rights under Delaware law with respect to
their preferred stock will not exceed in the aggregate 9% of the value of the
assets of IXC as of the Effective Time. We have made no independent
investigation with regard to such statements or representations. We assume
that no actions will be taken that are inconsistent with such statements and
representations. If any of the above described assumptions are untrue for any
reason or if the Merger is consummated in a manner that is different from the
manner in which it is described in the Merger Agreement or the Proxy
Statement/Prospectus, our opinions as expressed below may be adversely
affected and may not be relied upon.
Based upon the foregoing, for U.S. Federal income tax purposes, we are
of opinion that (i) the Merger will constitute a reorganization within the
meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the
"Code"), (ii) IXC, Sub and CBI will each be a party to such reorganization
within the meaning of Section 368(b) of the Code; (iii) except as provided
below, holders of IXC stock (a) will not recognize gain or loss for federal
income tax purposes as a result of the exchange of their shares of IXC stock for
CBI common stock in the Merger, except with respect to cash received instead of
a fractional share of CBI common stock, as discussed below, and (b) will have a
tax basis in the CBI stock received in the Merger equal to the tax basis of the
IXC stock surrendered in the Merger less any tax basis of the IXC stock
surrendered that is allocable to a fractional share of CBI common stock for
which cash is received; (iv) an IXC stockholder's holding period with respect to
the CBI common stock received in the Merger will include the holding period of
the IXC stock surrendered in the Merger therefor, assuming the stockholder holds
the shares of IXC stock as a capital asset on the date of the exchange; and (v)
to the extent that a holder of shares of IXC stock receives cash instead of a
fractional share of CBI common stock, the holder will recognize gain or loss for
federal income tax purposes, measured by the difference between the amount of
cash received and the portion of the tax basis of the holder's shares of IXC
stock allocable to such fractional share of CBI common stock. Assuming the
stockholder holds the shares of IXC stock as a capital asset on the date of the
exchange, the gain or loss will be a capital gain or loss and will be a
long-term capital gain or loss if the share of IXC stock exchanged for the
fractional share of CBI common stock was held for more than one year at the
Effective Time.
Our opinion does not address all aspects of United States federal
income taxation that may be relevant to a IXC stockholder in light of the
stockholder's particular circumstances or to those IXC stockholders subject to
special rules, such as stockholders who are not citizens or residents of the
United States or organized under the laws of the United States, financial
institutions, tax-exempt organizations, insurance companies, brokers or dealers
in securities, traders in securities electing ▇▇▇▇ to market, stockholders who
acquired their IXC stock pursuant to the
IXC Communications, Inc.
September 13, 1999
Page 3
exercise of options or similar derivative securities or otherwise as
compensation or stockholders who hold their IXC stock pursuant to a
tax-qualified retirement plan or as part of a straddle, hedge or conversion
transaction. Our opinion does not apply to holders who transfer their IXC stock
pursuant to the Stock Purchase Agreement (as defined in the Merger Agreement).
Our opinion is limited to the federal income tax matters addressed, and
no opinion is rendered with respect to any other issue, including any other tax
aspects of the Merger. In particular, we express no opinion with respect to the
tax consequences of any CBI common stock received other than in exchange for IXC
stock or with respect to any state, local or foreign tax consequences of the
Merger. In addition, our conclusions are based on federal income tax law
currently in effect, which is subject to change on a prospective or retroactive
basis. If any assumption or representation described above or contained in the
Merger Agreement or the Representations Letters is not true, correct and
complete, or in the event of a change in law adversely affecting the conclusions
reached in this letter, our opinion will be void and of no force or effect. You
should be aware that although this letter represents our opinion concerning the
matter specifically discussed, it is not binding on the courts or on any
administrative agency, including the Internal Revenue Service, and a court or
agency may hold or act to the contrary. We undertake no obligation to update
this letter or our opinion at any time. Our opinion is provided to you as a
legal opinion only, and not as a guaranty or warranty, and is limited to the
specific transactions, documents and matter described above. No opinion may be
implied or inferred beyond that which is expressly stated in this letter.
This opinion is furnished solely for the benefit of IXC in connection
with the Merger Agreement and may not be filed with or furnished to any
individual, entity, association, agency or other person and may not be quoted or
referred to, orally or in writing, in whole or in part, without our prior
written consent.
We hereby consent to the use of our name in the Registration Statement
and in the Joint Proxy Statement/Prospectus filed as a part thereof and to the
filing of this opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
