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As Of Filer Filing For·On·As Docs:Size Issuer Agent 3/18/05 Masisa S.A. F-4 18:5.8M RR Donnelley/FA |
Document/Exhibit Description Pages Size
1: F-4 Registration Statement of a Foreign Private Issuer HTML 3.41M
for Securities Issued in a
Business-Combination Transaction
2: EX-3.1 Estatutos of Terranova, Which Include Its Articles HTML 53K
of Association
3: EX-4.1 Form of Deposit Agreement Among Terranova,The Bank HTML 228K
of New York and Holders
4: EX-5.1 Opinion of Carey & Cia. as to the Legality of the HTML 27K
Securities Being Registered
5: EX-8.1 Opinion of Jones Day as to the U.S. Federal Income HTML 14K
Tax Consequences of Merger
6: EX-10.1 Strategic Alliance Agreement Dated 12/01/2000 B/W HTML 60K
Terranova S.A. & Premdor Inc.
7: EX-10.2 Lease Contract Dated 01/12/1989 B/W Rep. of HTML 69K
Venezuela and Corporacion Forestal
8: EX-21.1 List of Terranova's Subsidaries HTML 14K
9: EX-23.1 Consent of Pricewaterhousecoopers as to Terranova HTML 10K
10: EX-23.2 Consent of Pricewaterhousecoopers as to Masisa HTML 10K
11: EX-23.5 Consent of Independent Accountants HTML 11K
12: EX-24.1 Power of Attorney HTML 23K
13: EX-99.1 Masisa's Letter to Shareholders Proposing the HTML 15K
Merger
14: EX-99.2 Masisa's Notice of the Meeting of Masisa HTML 20K
Shareholders to Approve the Merger
15: EX-99.3 Form of Voting Instruction Card for the Masisa HTML 26K
Extraordinary Meeting
16: EX-99.4 Depositary Notice to Holders of Extraordinary HTML 20K
Shareholders Meeting
17: EX-99.5 Consolidated Financial Statements of Terranova and HTML 668K
Subsidiaries as of 12/31/04
18: EX-99.6 Consent of J.P. Morgan Securities Inc. HTML 11K
| Opinion of Jones Day as to the U.S. federal income tax consequences of merger |
EXHIBIT 8.1
JONES DAY
222 EAST 41ST STREET • NEW YORK, NEW YORK 10017
TELEPHONE: (212) 326-3939 • FACSIMILE: (212) 755-7306
Terranova S.A.
Avenida Apoquindo 3650
Piso 10
Las Condes, Santiago
Chile
Ladies and Gentlemen:
We have acted as special counsel for Terranova S.A. (“Terranova”) and Masisa S.A. (“Masisa”), each organized under the laws of Chile, in connection with the Registration Statement on Form F-4 (the “Registration Statement”) filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Act”). The Registration Statement and the information statement and prospectus included therein (the “Prospectus”) relate to the merger of Masisa with and into Terranova as described in the Registration Statement. Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Registration Statement.
In connection with our opinion, we have reviewed and are relying upon the Registration Statement, including the exhibits thereto, the Prospectus, certain representations of Terranova and Masisa contained in letters addressed to us, dated as of the date hereof, and such other documents, records and instruments that we have deemed necessary or appropriate for purposes of this opinion.
This opinion is based upon current provisions of the Internal Revenue Code of 1986, as amended (the “Code”), the legislative history thereto, the U.S. federal income tax regulations promulgated or proposed under the Code, current administrative rulings and practice of the Internal Revenue Service and judicial decisions, all of which are subject to change or differing interpretation, possibly with retroactive effect, at any time.
Based upon and subject to the foregoing, the discussion in the Prospectus under the caption “Material United States Tax Consequences,” subject to the qualifications set forth therein, to the extent it describes federal income tax laws of the United States, constitutes our opinion with respect to the United States tax consequences to a U.S. Holder of Masisa common stock or ADSs of the merger of Masisa with and into Terranova and the subsequent ownership, if any, of Terranova shares or ADSs.
ATLANTA • BEIJING • BRUSSELS • CHICAGO • CLEVELAND • COLUMBUS • DALLAS • FRANKFURT • HONG KONG • HOUSTON IRVINE • LONDON • LOS ANGELES • MADRID • MENLO PARK • MILAN • MOSCOW • MUNICH • NEW DELHI • NEW YORK PARIS • PITTSBURGH • SAN DIEGO • SAN FRANCISCO • SHANGHAI • SINGAPORE • SYDNEY • TAIPEI • TOKYO • WASHINGTON
JONES DAY
Page 2
We hereby consent to the filing of this opinion as Exhibit 8.1 to the Registration Statement and to the reference to us in the Prospectus and any prospectus supplements contained therein under the caption “Material United States Tax Consequences.” In giving such consent, we do not hereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
| Very truly yours, |
| /s/ JONES DAY |
| This ‘F-4’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
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| Filed on: | 3/18/05 | None on these Dates | ||
| List all Filings | ||||