Exhibit 8.1
August 12, 1999
Cox Communications, Inc.
0000 Xxxx Xxxxx Xxxxx
Xxxxxxx, Xxxxxxx 00000
Xxx Trust II
c/o Cox Communications, Inc.
0000 Xxxx Xxxxx Xxxxx
Xxxxxxx, Xxxxxxx 00000
The several Underwriters listed in
Schedule A to the Underwriting Agreement
c/x Xxxxxxx Xxxxx & Co.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
World Financial Center
North Tower
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Cox Communications, Inc.
Xxx Trust II
13,000,000 FELINE PRIDES(SM) and 7% Capital Securities
Ladies and Gentlemen:
This opinion is being delivered to you pursuant to Section 5(c) of the
Underwriting Agreement, dated August 9, 1999 (the "Underwriting Agreement"),
among Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated,
Xxxxxx Xxxxxxx & Co. Incorporated, Banc of America Securities LLC and X.X.
Xxxxxx Securities Inc. (collectively, the "Underwriters"), Cox Communications,
Inc., a Delaware corporation ("CCI" or the "Company") and Xxx Trust II, a
Delaware statutory business trust (the "Trust"), providing for the issuance and
sale to the Underwriters, acting severally and not jointly, on this date of
13,000,000 of the Company's FELINE PRIDES, consisting of 11,700,000 Income
PRIDES and 1,300,000 Growth PRIDES (the "Securities"). We have served as tax
counsel to the Company and the Trust in connection with the issuance and sale of
the Securities, and this opinion is being rendered to the Company, the Trust and
the Underwriters at the request of the Company. Capitalized terms used herein
that are not otherwise defined herein shall have the same meanings as in the
Underwriting Agreement.
Cox Communications, Inc.
Xxx Trust II
Xxxxxxx Xxxxx & Co.
August 12, 1999
Page 2
In rendering this opinion, our examination of documents has been limited to
the examination of originals or copies of the following:
a. The Registration Statement on Form S-3 (File No. 333-82575) and all
amendments thereto (the "Registration Statement"), in the form represented
to us as having been transmitted via the XXXXX system to the Securities and
Exchange Commission (the "SEC") on August 6, 1999.
b. The Prospectus in the form represented to us as having been
transmitted via the XXXXX system to the SEC on August 10, 1999 (the "Final
Prospectus").
c. The Prospectus Supplement to the Final Prospectus in the form
represented to us as having been transmitted via the XXXXX system to the
SEC on August 10, 1999 (the "Prospectus Supplement" and, together with the
Final Prospectus, the "Prospectus").
d. The Certificate of Trust of Cox Trust II, dated as of July 21,
1999, as filed in the office of the Secretary of State of Delaware on July
21, 1999.
e. The Declaration of Trust of Cox Trust II, dated as of July 21,1999,
by and among the Company, as sponsor, and The Bank of New York, a New York
banking corporation ("BONY"), and The Bank of New York (Delaware), a
Delaware banking corporation ("BONY (Delaware)"), as trustees of the Trust.
f. The Amended and Restated Declaration of Trust of Cox Trust II,
dated as of August 12, 1999, by and among the Company, as sponsor, the
trustees of the Trust named therein, and the holders, from time to time, of
undivided beneficial interests in the Trust (including Annex I and Exhibits
A-1 and A-2 thereto).
g. The Indenture, dated as of June 27, 1995, by and between the
Company and BONY as trustee, relating to debt securities.
h. The First Supplemental Indenture for Debt Securities, dated as of
August 12, 1999 (the "Supplemental Indenture"), by an between the Company
and BONY as trustee, relating to debt securities.
i. The Capital Securities Guarantee Agreement, dated as of August 12,
1999, by and among the Company and BONY as trustee of the Trust.
We have not reviewed any documents other than those listed above.
For purposes of this opinion letter, we have assumed that (i) all
signatures on documents we have examined are genuine, (ii) all documents
submitted to us as originals are authentic, (iii) all documents submitted to us
as copies conform to the originals, (iv) the individuals who
Cox Communications, Inc.
Xxx Trust II
Xxxxxxx Xxxxx & Co.
August 12, 1999
Page 3
executed any such documents on behalf of any person had the authority and
capacity to do so, (v) all documents made available to us are accurate and
complete, (vi) there are no other agreements between any of the parties to the
agreements reviewed by us that would modify the terms of such agreements or that
would contain provision that bear upon or are inconsistent with the opinions
stated herein, and (vii) all agreements reviewed by us are valid, binding upon
and enforceable against the parties thereto in accordance with their terms.
Our opinion is conditioned on, among other things, the initial and
continuing accuracy of the facts, information, covenants, and representations
set forth in the documents referred to above and the statements and
representations made by the Company and the Trusts and full compliance by the
parties with the terms of the documents set forth above.
In rendering our opinion, we have considered the provisions of the Internal
Revenue Code of 1986, as amended, Treasury Regulations (proposed, temporary and
final) promulgated thereunder, current positions of the Internal Revenue Service
contained in published Revenue Rulings and Revenue Procedures, and judicial
decisions and administrative pronouncements, in each case in effect on the date
hereof, all of which are subject to change or modification at any time (which
changes may be retroactively applied), and we do not opine with respect to any
law, regulation, rule, or governmental policy that may be enacted or adopted
after the date hereof, nor assume any responsibility to advise you of future
changes in our opinion. A change in the authorities upon which the opinion is
based could affect our conclusions. There can be no assurance, moreover, that
any opinion expressed herein will be accepted by the Internal Revenue Service
or, if challenged, by a court. Our opinion is based on the assumption that the
issues discussed herein would be fully litigated. Further, we express no opinion
as to any other matter, including any other federal tax matter or any state or
local tax matter.
Based upon and subject to the foregoing and all other assumptions,
qualifications and exceptions set forth herein, we are of the opinion that:
1. The Trust will be classified for United States federal income tax
purposes as a grantor trust and will not be subject to federal income taxation
as an association (or publicly traded partnership) taxable as a corporation.
2. The Cox II Debentures will be classified as indebtedness for United
States federal income tax purposes.
Cox Communications, Inc.
Xxx Trust II
Xxxxxxx Xxxxx & Co.
August 12, 1999
Page 4
This letter is solely for your information in connection with the offerings
contemplated by the Registration Statement and, except as provided above, is not
to be quoted in whole or in part or otherwise referred to, nor is it to be filed
with any governmental agency or other person, without the prior written consent
of this firm.
Very truly yours,
DOW, XXXXXX & XXXXXXXXX, PLLC
By: /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Member
