OPINION -------Tax Opinion Letter • January 14th, 2004 • Eaton Vance Growth Trust
Contract Type FiledJanuary 14th, 2004 Company
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Contract Type FiledApril 11th, 2002 Company IndustryWe have acted as special U.S. federal income tax counsel to Leucadia National Corporation ("Leucadia-NY") in connection with the determination of the material U.S. federal income tax consequences of the reorganization of Leucadia-NY as an Arizona corporation ("Leucadia-Arizona") and the continuance of Leucadia-Arizona to Bermuda (the "Redomestication") as a Bermuda company, as more completely described in the Registration Statement on Form S-4 prepared by Leucadia and filed on April 10, 2002 (the "Registration Statement"). In so acting, we have examined the Registration Statement and such other documents and records as we deemed necessary and relevant for rendering our opinion as to the material U.S. federal income tax consequences of the Redomestication. On the basis of the foregoing, and assuming that all relevant documents have been, or will be, validly authorized, executed, delivered and performed by all of the relevant parties, we are of the opinion that the statements contained i
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