Pre-Effective Amendment to Registration Statement for Securities Offered Pursuant to a Transaction — Form S-3
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-3/A Amendment #1 to Form S-3 67 317K
2: EX-5.1 Opinion of Latham & Watkins - Debentures 4 20K
3: EX-5.2 Opinion of Morris Nichols Arsht & Tunnell 3 16K
4: EX-8.1 Opinion of Latham & Watkins - Tax Matters 3 14K
5: EX-23.1 Consent of Pricewaterhousecoopers LLP 1 7K
6: EX-25.1 Form T-1 29 85K
7: EX-25.2 Form T-1 29 85K
8: EX-25.3 Form T-1 29 85K
EX-8.1 — Opinion of Latham & Watkins – Tax Matters
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EXHIBIT 8.1
[Letterhead of Latham & Watkins appears here]
May 4, 2000
Hanover Compressor Company
Hanover Compressor Capital Trust
12001 North Houston Rosslyn
Houston, Texas 77086
Re: Hanover Compressor Company and Hanover Compressor Capital Trust
Registration Statement on Form S-3
---------------------------------------------------------------
Ladies and Gentlemen:
We have acted as tax counsel to Hanover Compressor Company, a Delaware
corporation (the "Company"), and Hanover Compressor Capital Trust, a statutory
business trust formed under Delaware law (the "Trust"), in connection with the
preparation of a Registration Statement on Form S-3, filed by the Company
and the Trust with the Securities and Exchange Commission on February 14, 2000
and amended by Amendment No. 1 on May 4, 2000 (the "Registration Statement"),
relating to the registration under the Securities Act of 1933, as amended, of
(i) 1,725,000 7 1/4% Convertible Preferred Securities (liquidation amount $50
per convertible preferred security) (the "Convertible Preferred Securities"),
representing undivided preferred beneficial ownership interests in the assets of
the Trust; (ii) Convertible Junior Subordinated Debentures due 2029 (the
"Convertible Junior Subordinated Debentures") of the Company, which may be
distributed under certain circumstances to the holders of the Convertible
Preferred Securities; (iii) shares of common stock, par value $.001 per share
(the "Common Stock"), of the Company, issuable upon conversion of the
Convertible Preferred Securities and the Convertible Junior Subordinated
Debentures; (iv) the Preferred Securities Guarantee of the Company; and (v)
173,268 shares of Common Stock held by Ted Collins, Jr., one of the Company's
stockholders.
The Convertible Preferred Securities were issued pursuant to the
Amended and Restated Declaration of Trust (the "Declaration"), dated as of
December 15, 1999, among the Company, as sponsor, Wilmington Trust Company, as
property trustee, Wilmington Trust
LATHAM & WATKINS
Hanover Compressor Company
Hanover Compressor Capital Trust
May 4, 2000
Page 2
Company (Delaware), as Delaware trustee, and the Administrative Trustees named
therein. Capitalized terms used but not otherwise defined herein have the
meanings ascribed to them in the Registration Statement.
You have requested our opinion concerning the statements in the
Registration Statement set forth under the caption "Federal Income Tax
Consequences." The facts as we understand them and upon which with your
permission we rely in rendering the opinion expressed herein, are set forth in
the Registration Statement.
In our capacity as tax counsel to the Company and the Trust, we have
made such legal and factual examinations and inquiries, including an examination
of originals or copies certified or otherwise identified to our satisfaction of
such documents, corporate records and other instruments as we have deemed
necessary or appropriate for purposes of this opinion. In our examination, we
have assumed the authenticity of all documents submitted to us as originals, the
genuineness of all signatures thereon, the legal capacity of natural persons
executing such documents and the conformity to authentic original documents of
all documents submitted to us as copies. We have reviewed and relied upon the
Declaration, the Indenture, and such other documents as in our judgment were
necessary or appropriate to enable us to render the opinion contained herein.
We are opining herein as to the effect on the subject transaction only
of the Federal income tax laws of the United States and we express no opinion
with respect to the applicability thereto, or the effect thereon, of other
Federal laws, the laws of any state or other jurisdiction or as to any matters
of municipal law or the laws of any other local agencies within any state.
Based upon such facts, assumptions and representations, it is our
opinion that the statements in the Registration Statement set forth under the
caption "Federal Income Tax Consequences" to the extent such statements
constitute matters of law, summaries of legal matters or legal conclusions, have
been reviewed by us and are accurate in all material respects. No opinion is
expressed as to any matter not discussed herein.
This opinion is rendered to you as of the date hereof, and we
undertake no obligation to update this opinion subsequent to the date hereof.
This opinion is based on various statutory provisions, regulations promulgated
thereunder and interpretations thereof by the Internal Revenue Service and
courts having jurisdiction over such matters, all of which are subject to change
either prospectively or retroactively. Also, any variation or difference in the
facts, representations or assumptions recited or referred to hereinabove, could
affect the conclusions stated herein.
LATHAM & WATKINS
Hanover Compressor Company
Hanover Compressor Capital Trust
May 4, 2000
Page 3
This opinion is furnished to you, and is for your use in connection
with the transactions set forth in the Registration Statement. This opinion may
not be relied upon by you for any other purpose, or furnished to, quoted to, or
relied upon by any other person, firm or corporation, for any purpose, without
our prior written consent. We hereby consent to the filing of this opinion as
an exhibit to the Registration Statement and to the use of our name under the
caption "Legal Matters" in the Registration Statement.
Very truly yours,
/s/ Latham & Watkins
Dates Referenced Herein and Documents Incorporated by Reference
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