Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4/A Pre-Effective Amendment to Registration of 195 1.14M
Securities Issued in a
Business-Combination Transaction
2: EX-4.1 Instrument Defining the Rights of Security Holders 2 9K
3: EX-5.1 Opinion re: Legality 1 9K
4: EX-8.1 Opinion re: Tax Matters 3 15K
5: EX-10.(I)-1 Material Contract 8 40K
6: EX-10.(II)-1 Material Contract 7 31K
7: EX-10.(III)-1 Material Contract 7 31K
8: EX-10.2 Material Contract 19 72K
9: EX-10.5 Material Contract 6 26K
10: EX-23.1 Consent of Experts or Counsel 1 7K
11: EX-23.2 Consent of Experts or Counsel 1 7K
12: EX-23.5 Consent of Experts or Counsel 1 7K
13: EX-99.2 Miscellaneous Exhibit 1 6K
14: EX-99.3 Miscellaneous Exhibit 1 6K
EX-8.1 — Opinion re: Tax Matters
| EX-8.1 | 1st Page of 3 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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[LETTERHEAD]
July 12, 1996
File No: 8273-035
Board of Directors
Global One Distribution & Merchandising Inc.
5548 Lindbergh Lane
Bell, California 90201-6410
Board of Directors
Kelly Russell Studios, Inc.
2905 Northwest Boulevard, Suite 220
Plymouth, Minnesota 55441
RE: CERTAIN FEDERAL INCOME TAX CONSEQUENCES
OF THE MERGER OF KELLY RUSSELL STUDIOS, INC.,
WITH AND INTO KRSI ACQUISITION CORP.
---------------------------------------------
Ladies and Gentlemen:
In accordance with your request, we provide the following analysis
and opinions relating to certain federal income tax consequences of the
transaction (the "Merger") whereby Kelly Russell Studios, Inc. ("KRSI"), will
merge with and into KRSI Acquisition Corp. ("KRSI Acquisition") pursuant to
that certain Final Amended and Restated Agreement and Plan of Reorganization
dated May 28, 1996 (the "Agreement"). Terms used herein have the same
meanings as in the Agreement.
In the Merger, KRSI shall be merged with and into KRSI Acquisition,
a wholly-owned subsidiary of Global One Distribution & Merchandising Inc.
("Global One"). The separate corporate existence of KRSI shall cease. KRSI
Acquisition shall continue as the surviving corporation and shall continue to
be a wholly-owned subsidiary of Global One. Subject to dissenters' rights,
each share of KRSI stock issued and outstanding shall be converted into
Global One stock. No fractional shares of Global One stock shall be issued
in the Merger; fractional shares shall be rounded up into a whole share of
Global One stock in the exchange. From and after the Effective Time, KRSI
Acquisition shall possess all the rights, privileges, powers and franchises
and be subject to all of the restrictions, disabilities and duties of KRSI
and KRSI Acquisition.
Board of Directors
July 12, 1996
Page 2
Our analysis and the opinions set forth herein are based upon the
facts as set forth in the Agreement referred to above, including the exhibits
thereto. Our opinions are also based upon the facts set forth in that
certain Form S-4 filed by Global One with the Securities and Exchange
Commission on May 29, 1996. Our opinions are also based upon the facts set
forth in certain written representations to us from Global One, KRSI and
certain shareholders of KRSI in letters of even date herewith. The facts
contained in the above-referenced documents are incorporated herein by
reference as the operative facts underlying the tax opinions set forth
herein. One of our key assumptions for purposes of this letter is that the
facts set forth in those documents are accurate now and at consummation of
the Merger and are otherwise true, complete and correct. Any change or
inaccuracy in such facts may adversely affect our opinions.
We have acted as special counsel to Global One in connection with
the Merger and are rendering these opinions at its request. In rendering
these opinions, we have examined such documents, laws, regulations and other
legal matters as we have considered necessary or appropriate for purposes of
the opinions expressed herein. We have not made any independent
investigation in rendering these opinions other than as described herein, nor
have we been requested to do so.
Our opinions are based upon the Internal Revenue Code of 1986, as
amended (the "Code"), as of the date hereof and currently applicable Treasury
Regulations promulgated under the Code (including proposed Treasury
Regulations), published administrative positions of the Internal Revenue
Service ("IRS") in revenue rulings and revenue procedures, and judicial
decisions. Such legal authorities are all subject to change, either
prospectively or retroactively. No assurance can be provided as to the
effect of any such change upon our opinions.
The opinions set forth herein have no binding effect on the IRS or
the courts. No assurance can be given that, if contested, a court would
agree with the opinions set forth herein. The opinions set forth herein
represent rather our best legal judgment as to the likely outcome of the
issues addressed herein if such issues were litigated.
In the case of transactions as complex as the Merger, many federal,
state, local and foreign income and other tax consequences may arise. We
have been asked only to address the issues specifically set forth below
concerning the Merger. No opinion is expressed regarding any other issues.
We note that, as described in the Form S-4 previously referred to, other
transactions will occur at or about the same time as the Merger. We have not
been asked to render any opinions regarding the tax consequences of such
other transactions and we offer no such opinions.
This letter is being issued solely for the benefit of Global One
and KRSI. It may not be relied upon by any other person without our prior
written consent.
Board of Directors
July 12, 1996
Page 3
Subject to the foregoing, our opinions regarding the Merger are as
follows:
Holders of KRSI Common Stock who receive Global One Common Stock in
exchange for their KRSI Common Stock in the Merger will not recognize gain or
loss as a result of receipt of such Global One Common Stock. Assuming such
shareholders hold their KRSI Common Stock as capital assets, such
shareholders will tack their holding periods for the KRSI Common Stock in
computing their holding periods for the Global One Common Stock received in
the Merger. The KRSI shareholders will take a substituted basis for their
Global One Common Stock received in the Merger computed by reference to the
basis for their KRSI Common Stock. No gain or loss will be recognized at the
corporate level as a result of the Merger.
Very truly yours,
Manatt, Phelps & Phillips, LLP
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
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| This ‘S-4/A’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 7/12/96 | | 1 | | 3 |
| | 5/29/96 | | 2 | | | | | S-4 |
| | 5/28/96 | | 1 |
| List all Filings |
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