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EXHIBIT 8.2
LEBOEUF, LAMB, XXXXXX & XXXXXX, L.L.P.
000 XXXX 00XX XXXXXX
XXX XXXX, XXX XXXX 00000-0000
September 7, 1999
Chartwell Re Corporation
Four Stamford Plaza
000 Xxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Re: Agreement and Plan of Merger between Trenwick Group Inc. and Chartwell
Re Corporation, dated as of June 21, 1999
Ladies and Gentlemen:
We have acted as counsel to Chartwell Re Corporation, a Delaware
corporation ("Chartwell") in connection with the merger of Chartwell with and
into Trenwick Group Inc., a Delaware corporation ("Trenwick"), pursuant to the
Agreement and Plan of Merger between Trenwick and Chartwell, dated as of June
21, 1999 (the "Merger Agreement"). You have requested our opinion relating to
certain federal income tax consequences arising out of the Merger. Our
conclusions are based upon (i) the facts and assumptions set forth below; (ii)
the representations made in Chartwell's Officer's Certificate dated as of
September 7, 1999 (the "Chartwell Certificate"); and (iii) the representations
made in Trenwick's Officer's Certificate dated as of September 7, 1999 (the
"Trenwick Certificate"). Capitalized terms used but not defined in this letter
have the meaning given them in the Joint Proxy Statement/Prospectus dated
September 7, 1999 and any exhibits attached thereto.
Our opinion does not address (i) certain federal income tax consequences
applicable to special classes of taxpayers including, without limitation,
dealers in securities, banks, insurance companies, persons who are not treated
as United States persons pursuant to the Internal Revenue Code of 1986, as
amended (the "Code") (including the effects of the Foreign Investment in Real
Property Tax Act on such persons who are not treated as United States persons
pursuant to the Code), estates, trusts, partnerships, corporations, tax-exempt
entities, persons who do not hold their Chartwell Common Stock as capital assets
and persons who acquired Chartwell Common Stock pursuant to the exercise of an
employee option or otherwise as compensation or (ii) the tax consequences of the
Merger, as defined below, under state, local or foreign law.
Pursuant to the Merger Agreement Chartwell will merge with and into
Trenwick and Trenwick will be the surviving corporation (the "Merger"). Each
holder of Chartwell common stock will receive 0.825 of a share of Trenwick
common stock in exchange for each share of Chartwell common stock owned by them.
Trenwick will not issue fractional shares of Trenwick common stock. Instead cash
will be paid with respect to fractional shares.
ASSUMPTIONS
In rendering our opinion, we have assumed with your consent that (i) the
proposed Mergers will be consummated strictly in accordance with the terms and
conditions described in the Merger Agreement and the Joint Proxy
Statement/Prospectus; (ii) the representations made to us by Chartwell in the
Chartwell Certificate and by Trenwick in the Trenwick Certificate will be true
at the Effective Time of the Merger; and (iii) the Merger will qualify as a
statutory merger under the laws of the State of Delaware. We further have
assumed the genuineness of all signatures, the legal capacity of all persons,
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.
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OPINION
Based upon and subject to the foregoing, and provided that the Merger
Agreement, Joint Proxy Statement/Prospectus and the representations, set forth
in the Chartwell Certificate and the Trenwick Certificate, set forth all of the
material facts relating to the Merger fully and accurately as of the date
hereof, and will continue to set forth such facts fully and accurately at all
times to and including the Effective Time of the Merger we are of the opinion
that:
(i) the Merger will constitute a reorganization for United States
federal income tax purposes within the meaning of section 368(a) of the
Code;
(ii) Chartwell and Trenwick will each be a party to the reorganization
within the meaning of Section 368(b) of the Code;
(iii) no gain or loss will be recognized by Chartwell or Trenwick
pursuant to the Merger; and
(iv) no gain or loss will be recognized by the stockholders of
Chartwell who exchange all of their Chartwell Common Stock solely for
shares of Trenwick Common Stock pursuant to the Merger (except with respect
to cash received in lieu of a fractional share interest in Trenwick common
stock).
SCOPE OF OPINION
In rendering our opinion, we have considered the applicable provisions of
the Code, Treasury Regulations promulgated thereunder, pertinent judicial
authorities, interpretive rulings of the Internal Revenue Service and such other
authorities as we have considered relevant. It should be noted that statutes,
regulations, judicial decisions and administrative interpretations are subject
to change at any time and in certain circumstances with retroactive effect. A
material change in the authorities or the facts, information, covenants,
statements, representations or assumptions upon which our opinion is based could
affect our conclusions.
This opinion is not binding on the Internal Revenue Service and there can
be no assurance, and none is therefore given, that the Internal Revenue Service
will not take a position contrary to one or more of the positions reflected in
the foregoing opinion or that our opinion will be upheld by the courts if
challenged by the Internal Revenue Service.
We express no opinion concerning any tax consequences of the Merger, other
than those specifically set forth.
Our opinion may not be relied upon by any person or entity other than you,
and no person may be surrogate to any rights you have in connection with our
opinion. We hereby consent to the filing of this opinion as an exhibit to the
Joint Proxy Statement/Prospectus and the reference to the above mentioned
opinion under "Important Federal Income Tax Consequences of the Merger". In
giving such consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended. Without our prior written consent, this opinion may not be furnished
to any other person or entity and may not be quoted in whole or in part or
otherwise referred to in (or be the basis for) any report or document furnished
to any person or entity, except in connection with inspection of the addressee's
files by internal company or governmental examiners or auditors.
Very truly yours,
/s/ LEBOEUF, LAMB, XXXXXX & XXXXXX,
L.L.P.
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LeBoeuf, Lamb, Xxxxxx & XxxXxx, L.L.P.
