EXHIBIT 8.2
[Letterhead of]
CRAVATH, SWAINE & XXXXX
[New York Office]
[date]
Agreement and Plan of Merger
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Dated as of January 10, 2000,
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Between America Online, Inc. and
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Time Warner Inc.
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Dear Sirs:
We have acted as counsel for Time Warner Inc., a Delaware corporation
("Time Warner"), in connection with the transactions contemplated by the
Agreement and Plan of Merger (the "Merger Agreement") dated as of January 10,
2000, between America Online, Inc. ("America Online"), and Time Warner, in which
America Online Merger Sub Inc. ("America Online Merger Sub"), a subsidiary of
AOL Time Warner Inc. ("AOL Time Warner"), a newly organized Delaware
corporation, shall be merged with and into America Online with America Online
surviving as a wholly owned subsidiary of AOL Time Warner (the "America Online
Merger") and Time Warner Merger Sub Inc. ("Time Warner Merger Sub"), another
subsidiary of AOL Time Warner, shall be merged with and into Time Warner with
Time Warner surviving as a wholly owned subsidiary of AOL Time Warner (the "Time
Warner Merger") (the America Online Merger together with the Time Warner Merger,
the "Merger"). Capitalized terms not otherwise defined herein shall have the
meanings specified in the registration statement on Form S-4 (the "Registration
Statement"), which includes the Joint Proxy Statement and Prospectus of America
Online and Time Warner (the "Proxy Statement/Prospectus"), as filed with the
Securities and
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Exchange Commission (the "SEC"). This opinion is being delivered in connection
with the Registration Statement to which this opinion appears as an exhibit.
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, which
includes the Joint Proxy Statement/Prospectus, and such other documents and
corporate records as we have deemed necessary or appropriate for purposes of our
opinion. We have not, however, undertaken any independent investigation of any
factual matter set forth in any of the foregoing. In addition, we have assumed
with your consent 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 and will remain true,
complete and correct at all times up to and including the Effective Time (as
defined in the Merger Agreement), (iii) the representations made by AOL Time
Warner, America Online and Time Warner, 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) and
(iv) any representations made in the Representation Letters "to the knowledge
of" or similarly qualified are correct 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. 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 they are
described in the Merger Agreement or the Proxy Statement/Prospectus, our opinion
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 America Online Merger and the Time Warner Merger will
each constitute an exchange to which Section 351 of the Internal Revenue
Code of 1986, as amended (the "Code"), applies or a reorganization within the
meaning of Section 368(a) of the Code, or both; (ii) no gain or loss will be
recognized by AOL Time Warner, Time Warner or Time Warner Merger Sub as a result
of the Merger; (iii) no gain or loss will be recognized by U.S. Holders of Time
Warner capital stock on the exchange of their Time Warner capital stock for AOL
Time Warner capital stock (except with respect to cash received by U.S. Holders
of Time Warner capital stock in lieu of fractional shares of AOL Time Warner
capital stock); (iv)
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the aggregate adjusted basis of the AOL Time Warner capital stock received in
the Merger by a U.S. Holder of Time Warner capital stock will be equal to the
aggregate adjusted basis of the U.S. Holder's Time Warner capital stock
exchanged for that AOL Time Warner capital stock (reduced by any amount
allocable to the fractional share interests in AOL Time Warner capital stock for
which cash is received); and (v) assuming Time Warner capital stock is held by a
U.S. holder as a capital asset within the meaning of Section 1221 of the Code,
the holding period of the AOL Time Warner capital stock received in the Merger
by such U.S. Holder of Time Warner capital stock will include the holding period
of the U.S. Holder's Time Warner capital stock exchanged for that AOL Time
Warner capital stock.
Our opinions are 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 the facts and
circumstances surrounding the Merger, or any inaccuracy in the statements,
facts, assumptions or representations upon which we have relied, may affect the
continuing validity of our opinion as set forth herein. We assume no
responsibility to inform you of any such change or inaccuracy that may occur or
come to our attention. Finally, our opinion is limited to the tax matters
specifically covered hereby, and we have not been asked to address, nor have we
addressed, any other tax consequences of the Merger.
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 8.2 to the Registration Statement and to the use of our name
under the caption "Material United States Federal Income Tax Consequences of the
Merger."
Very truly yours,
Time Warner Inc.
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