Premier Exhibitions, Inc. – ‘8-K/A’ for 10/14/04 – EX-8

On:  Monday, 11/1/04, at 3:30pm ET   ·   For:  10/14/04   ·   Accession #:  1044885-4-73   ·   File #:  0-24452

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Amendment to Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K/A       Amendment No.1 to Form 8-K                             3     12K 
 2: EX-4.1      Form of Common Stock Certificate                       2      9K 
 3: EX-8        Opinion on Tax Matters                                11     45K 

EX-8   —   Opinion on Tax Matters
Exhibit Table of Contents

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[WILLIAMS SCHIFINO MANGIONE & STEADY, P.A. LETTERHEAD]

October 25, 2004

RMS Titanic, Inc.                                                               
3340 Peachtree Road, N.E.                                                       
Suite 2250                                                                      
Atlanta, Georgia  30326                                                         

Re:      Holding Company Formation                            

Ladies and Gentlemen:                                                           

       You have requested our opinion with respect to certain federal income
tax consequences of an internal reorganization of RMS Titanic, Inc. ("RMST")    
involving, among other things, the implementation of a new holding company      
structure for RMST (the "Holding Company Formation").                           

         In rendering the opinion expressed below, we have examined and reviewed
(i) the current provisions of the Internal Revenue Code of 1986, as amended (the
"Code"), (ii) existing regulations thereunder, current administrative rulings of
the Internal Revenue Service and court decisions, and (iii) the Florida Business
Corporation Act (the "FBCA"). We caution that such statutes, regulations,       
judicial decisions and administrative rulings and interpretations are subject to
change at any time, and, in some circumstances, with retroactive effect. A      
change in the authorities upon which our opinion is based could affect our      
conclusions. The opinion expressed herein is limited to the foregoing laws of   
the State of Florida and foregoing Federal laws of the United States, and we    
express no opinion as to the effect of any other laws of any other jurisdiction 
on the matters covered by this opinion letter.                                  

     In rendering the opinion expressed below, we have also examined and
reviewed (i) the Agreement and Plan of Merger Among RMST, Premier Exhibitions,  
Inc. (hereinafter "HoldingCo"), and RMST MergerSub, Inc. (hereinafter           
"MergerSub"), dated October 13, 2004 (the "Merger Agreement"), (ii) the         
certified Articles of Merger dated October 14, 2004, by and between RMST and    
RMST MergerSub, Inc., and (iii) the certified articles of incorporation, as     
amended, of RMST, HoldingCo and MergerSub. The documents described in (i), (ii) 
and (iii) above are hereinafter collectively referred to as the "Documents". The
opinion expressed herein is limited to the effect of the foregoing Documents,   
and does not take into account the effect of any other agreement or document to 
which RMST is a party or by which its assets may be bound on the matter covered 
by this opinion letter. Capitalized terms used but not defined herein have the  
respective meanings ascribed to them in the Merger Agreement. In making our     
examination of the Documents, we have assumed the genuineness of all            

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RMS Titanic                                                                     
October 25, 2004                                                                
Page 2                                                                          

signatures, the legal capacity of all natural persons, the authenticity and     
completeness of all documents presented to us as originals, the conformity to   
original documents of all documents presented to us as certified, conformed or  
photostatic copies (and the authenticity and completeness of the original       
documents from which any such copies were made). As to certificates of public   
officials, we have assumed the same to have been properly given and to be       
accurate. In addition, the opinion expressed below is based solely to the       
Documents as in effect on the date hereof.                                      

        As to factual matters that affect our opinion set forth below, we have
relied, with your approval, on (i) our examination of the Documents, and (ii)   
the factual statements, representations and warranties made to us by officers   
and directors of the Company, including, but not limited to, the representations
and warranties set forth below under "Certain Representations". We have assumed,
with your permission, that all factual statements made in the Documents and all 
statements, representations and warranties made to us by officers and directors 
of RMST, are true, complete and accurate as of the date hereof, and will be     
accurate as of the consummation of the Holding Company Formation, without       
independent inquiry, investigation or verification of the facts asserted to be  
true and correct therein.                                                       

    In addition to the facts, representations and warranties set forth
herein, our opinion is conditioned upon our understanding that the transactions 
will be carried out in accordance with the Merger Agreement and as described    
herein and that there are no other agreements, arrangements, or understandings  
between any of RMST, MergerSub, or HoldingCo other than those described or      
referenced herein.                                                              

   Based upon the foregoing and subject to the qualifications stated
herein, we are of the opinion that, as set forth in detail below, the Holding   
Company Formation will constitute a tax-free reorganization under section 368(a)
of the Code. As a result, no gain or loss will be recognized for federal income 
tax purposes by the shareholders of RMST by reason of the Holding Company       
Formation.                                                                      

 CERTAIN FACTS

The Parties                                                                     

The following is a recitation of certain pertinent information
regarding RMST, HoldingCo, and MergerSub on which our opinion is based.         

       RMST. RMST is a Florida corporation with its principal office located
at 3340 Peachtree Road, N.E., Suite 2250, Atlanta, Georgia 30326. RMST maintains
its books and records on an accrual basis of accounting and its taxable         
year-ends on the last day of February each year. RMST's common stock is publicly
held and quoted on the OTC Bulletin Board. RMST's authorized capital stock      
consists of 30,000,000 shares of common stock, par value $.0001 per share ("RMST
Common Stock"), of which 22,299,939 are shares were issued and outstanding as of
September 30, 2004.                                                             

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RMS Titanic                                                                     
October 25, 2004                                                                
Page 3                                                                          

         HoldingCo. HoldingCo is a wholly owned subsidiary of RMST, incorporated
in Florida on July 28, 2004 for the purpose of acting as a holding company for  
RMST. Prior to the Holding Company Formation, HoldingCo will have no significant
assets or liabilities. The authorized capital stock of HoldingCo consists of    
30,000,000 shares of common stock, par value $.0001 per share, of which 100 are 
shares are issued and outstanding and directly owned by RMST.                   

 MergerSub. MergerSub is a wholly owned subsidiary of HoldingCo,
incorporated in Florida on July 28, 2004 for the sole purpose of merging with   
RMST in accordance with the Merger Agreement. Prior to the Holding Company      
Formation, MergerSub will not have any significant assets or liabilities and    
will not engage in any business activities other than matters incident to its   
organization and the Merger Agreement. The issued and outstanding capital stock 
of MergerSub consists of 1,000 shares of common stock, par value $0.01 per      
share, all of which are directly owned by HoldingCo.                            

The Holding Company Formation                                                   

  For the business reasons set forth below, management of RMST has
determined that it would be advisable and in the best interests of RMST to      
implement a new holding company structure. Pursuant to the Merger Agreement, the
Holding Company Formation will be accomplished as follows:                      

   1. MergerSub will merge with and into RMST in accordance with the
provisions of FBCA, as hereinafter described, and RMST will be the surviving    
corporation (the "Merger");                                                     

       2. Each share of RMST Common Stock issued and outstanding immediately
prior to the Effective Time of the Merger will be converted pursuant to the     
provisions of the FBCA into one share of common stock of HoldingCo, par value   
$.0001 per share (the "HoldingCo Common Stock"), and accordingly, each          
shareholder of RMST immediately prior to the Effective Time of the Merger will  
own, immediately after the consummation of the Merger, by virtue of the         
conversion, a number of shares of HoldingCo Common Stock exactly equal to the   
number of shares of RMST Common Stock held immediately prior to the Merger; and 

        3. HoldingCo will own all of the issued and outstanding stock of RMST,
and it will assume certain obligations of RMST.                                 

      The Merger will be accomplished pursuant to Section 607.11045 of the
FBCA which permits a Florida corporation to reorganize as a holding company     
without shareholder approval. Section 607.11045 eliminates the requirement for a
shareholder vote on such a merger through several provisions designed to ensure 
that the rights of shareholders are not changed by or as a result of the merger.
Appraisal rights are not available to dissenting shareholders in a merger that  
qualifies under Section 607.11045. Thus, in the Merger (i) shareholder approval 
will not be sought nor is it required under Section 607.11045 of the FBCA; (ii) 

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RMS Titanic                                                                     
October 25, 2004                                                                
Page 4                                                                          

RMST and MergerSub are both Florida corporations and will be the only           
constituent corporations to the Merger, (iii) under Section 607.1301 of the     
FBCA, holders of RMST Common Stock will not be entitled to dissenters' appraisal
rights; (iv) the RMST Common Stock will be automatically converted into         
HoldingCo Common Stock evidencing the same proportional interests in HoldingCo; 
(v) the board of directors of HoldingCo, after the effective time, will be      
identical to the board of directors of RMST that existed immediately prior to   
the Merger; (vi) the rights and interests of the holders of HoldingCo Common    
Stock will be identical, in all material respects, as those of holders of RMST  
Common Stock immediately prior to the Effective Time of the Merger; (vii)       
immediately following consummation of the Merger, the provisions of the articles
of incorporation and the provisions of the by-laws of HoldingCo will be         
identical, in all material respects, as the articles of incorporation and       
by-laws of RMST; (viii) immediately following consummation of the Merger, RMST  
will be a wholly owned subsidiary of HoldingCo, and (ix) the HoldingCo Common   
Stock will be issued solely as part of a reorganization of RMST into a holding  
company structure.                                                              

Business Purpose for the Holding Company Formation                              

     We have been advised that management of RMST believes that the full
implementation of a course of action that includes the Holding Company Formation
will provide numerous benefits to RMST and its subsidiaries taken as a whole,   
and that a number of valid business reasons for taking such actions exist, among
which are the creation of an organizational framework that:                     

1. tends to be more conducive to future expansion by allowing 
flexibility in effectuating the future acquisition and/or disposition of        
operating units/assets;                                                         

        2. may facilitate the tracking of the profitability of future business
segments; and                                                                   

      3. may provide improvement in financing alternatives by facilitating
planning of financings best suited to the varying needs and circumstances of    
RMST and any future business segments.                                          

CERTAIN REPRESENTATIONS AND WARRANTIES

  In connection with rendering this opinion, we have relied on the
following representations and warranties of RMST (each of which shall also be   
true as of the date of the Holding Company Formation):                          

  1. The Holding Company Formation is motivated and carried out to
accomplish real and substantial non-Federal tax purposes germane to the business
of RMST.                                                                        

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RMS Titanic                                                                     
October 25, 2004                                                                
Page 5                                                                          

   2. There is no plan or intention to liquidate RMST, or to sell or
otherwise dispose of the assets of RMST, except in the ordinary course of       
business.                                                                       

     3. Immediately prior to the Effective Time of the Merger, HoldingCo
will have no significant assets or liabilities.                                 

4. Immediately following the consummation of the Merger, on a 
consolidated basis, HoldingCo will have substantially the same assets and       
liabilities as RMST had prior to consummation of the Merger.                    

         5. Immediately following the consummation of the Merger, the businesses
conducted by HoldingCo and RMST on a collective basis will be the same as the   
business conducted by RMST immediately prior to the Effective Time of the       
Merger.                                                                         

      6. To the best of RMST's knowledge, there is no plan or intention on
the part of any of the shareholders of RMST, prior to the Effective Time, to    
sell, exchange or otherwise dispose of a number of shares of HoldingCo Common   
Stock to be received in the Merger that would reduce the RMST shareholders'     
ownership of HoldingCo Common Stock to a number of shares having a value, as of 
the Effective Time, of less than fifty percent (50%) of the value of all RMST   
Common Stock outstanding immediately prior to the Effective Time.               

    7. RMST has no plan or intention to issue additional shares of its
stock that would result in HoldingCo's owning less than eighty percent (80%) of 
the outstanding stock of RMST.                                                  

LAW AND ANALYSIS

The Holding Company Formation Under Section 368(a)(1)(A)                        

A.       Statutory Requirements                                                 

Section 368(a)(1)(A) of the Code provides that the term       
"reorganization" means a statutory merger or consolidation.                     

    Section 368(a)(2)(E) of the Code provides that a transaction which
otherwise qualifies under Section 368(a)(1)(A) shall not be disqualified by     
reason of the fact that stock of a corporation which before the merger was in   
control of the acquired corporation is used in the transaction so long as (i)   
after the transaction, the surviving corporation in the merger holds            
substantially all of its own properties and substantially all of the properties 
of the acquired corporation (other than the stock of the controlling corporation
which is distributed pursuant to the merger) and (ii) in the transaction, the   
former shareholders of the surviving corporation exchanged, for an amount of    
voting stock in the controlling corporation, an amount of stock in the surviving
corporation which constitutes control of such surviving corporation.            

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RMS Titanic                                                                     
October 25, 2004                                                                
Page 6                                                                          

 Section 368(b) of the Code provides that the term "a party to a
reorganization" includes both corporations, in the case of a reorganization     
resulting from the acquisition by one corporation of stock or properties of     
another, and that in the case of a reorganization in which the acquisition      
consideration is the stock of a corporation which controls the acquiring        
corporation such as one qualifying under Section 368(a)(2)(E), also includes the
controlling corporation. For purposes of Section 368(a)(2)(E) of the Code, the  
term "control" is defined in Section 368(c) as ownership of stock possessing at 
least eighty percent (80%) of the total combined voting power of all classes of 
stock entitled to vote and at least eighty percent (80%) of the total number of 
shares of all other classes of stock of the corporation. Pursuant to the terms  
of the Merger Agreement, prior to the merger of MergerSub with and into RMST,   
HoldingCo will own all of the issued and outstanding stock of MergerSub.        
Consequently, HoldingCo, upon consummation of the Merger, will be in control of 
RMST and, therefore, will be the "controlling corporation" within the meaning of
Section 368(a)(2)(E).                                                           

 Treas. Reg. Section 1.368-2(b)(2) of the Income Tax Regulations
("Regulations" or "Treas. Reg.") provides that for purposes of Section          
368(a)(2)(E)(i) of the Code, the term "substantially all" has the same meaning  
as under Section 368(a)(1)(C). Rev. Proc. 77-37, 1977-2 C.B. 568, provides that,
for advance ruling purposes, the "substantially all" requirement of Section     
368(a)(2)(E)(i) is satisfied if there is a retention of assets representing at  
least 90 percent of the fair market value of the net assets and at least seventy
percent (70%) of the fair market value of the gross assets held by the surviving
corporation immediately prior to the transfer. These same percentages of assets 
of the merged corporation must also be transferred to and retained by the       
surviving corporation. Management of RMST has represented that, after the       
Merger, RMST will hold assets representing at least ninety percent (90%) of the 
fair market value of the net assets and at least seventy percent (70%) of the   
gross assets of both RMST and MergerSub. Based on this representation, it can be
concluded that the "substantially all" requirement will be met.                 

Finally, as discussed above, "control" for purposes of Section
368(a)(2)(E) is defined in Section 368(c) as ownership of stock possessing at   
least eighty percent (80%) of the total combined voting power of all classes of 
stock entitled to vote and at least eighty percent (80%) of the total number of 
shares of all other classes of stock of the corporation. The terms of the Merger
Agreement provide that, the existing shareholders of RMST will exchange RMST    
stock possessing more than eighty percent (80%) of the voting power of all      
classes of RMST voting stock (which constitutes all of RMST's outstanding stock)
solely for voting stock of HoldingCo. Accordingly, the amount of RMST stock that
is converted into HoldingCo stock upon the merger of MergerSub with and into    
RMST will constitute "control" of RMST immediately before the Merger within the 
meaning of Section 368(a)(2)(E)(ii).                                            

    The IRS has published a ruling which analyzes the applicability of
Section 368(a)(2)(E) of the Code to a situation similar to the Merger. In Rev.  
Rul. 77-428, 1977-2 C.B. 117, corporation P formed a subsidiary corporation, S1,
which in turn formed subsidiary corporation S2. Pursuant to a plan of merger, S2

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RMS Titanic                                                                     
October 25, 2004                                                                
Page 7                                                                          

merged with and into P, with P being the surviving corporation. On the date of  
the merger all outstanding shares of P stock were exchanged for shares of S1    
stock. Thus, P became a wholly owned subsidiary of S1 and the former P          
shareholders became the shareholders of S1. The IRS held that the               
above-described merger qualified as a tax-free reorganization within the meaning
of Section 368(a)(1)(A), even though the two subsidiaries were newly organized  
corporations and a related corporation was acquired in the transaction. As      
noted, this is similar to the plan contemplated by the parties to the Merger,   
with RMST being the party comparable to P, HoldingCo being the party comparable 
to S1, and MergerSub being the party comparable to S2.                          

B.       Nonstatutory Requirements                                              

       Treas. Reg. Sections 1.368-1(b) and judicial rulings provide that the
following additional requirements must be met for a transaction to qualify as a 
reorganization within the meaning of Section 368:                               

        1. The transaction must be undertaken for a bona fide business purpose
of a corporation that is a party to the transaction, as distinguished from a tax
avoidance purpose.                                                              

     2. "Continuity of business enterprise" (as described in Treas. Reg.
Section 1.368-1(d)) must exist;                                                 

  3. "Continuity of interest" (as described in Treas. Reg. Section
1.368-1(e)) must be present; and                                                

4. There must be a "plan of reorganization".                  

Business Purpose. Treas. Reg. Section 1.368-1 in general, and 
subsection (c) specifically, provides that a reorganization must be undertaken  
for reasons germane to the continuance of the business of a corporation that is 
a party to the reorganization. Management of RMST has represented that the      
Merger will substantially benefit the business of RMST in various ways (see     
above). Based upon such representations, it can be concluded that the Merger    
will satisfy the business purpose requirements of Treas. Reg. Section 1.368-1 of
the Regulations.                                                                

    Continuity of Business Enterprise. Treas. Reg. Section 1.368-1(d),
concerning "continuity of business enterprise", provides that continuity of     
business enterprise requires that the acquiring corporation either (i) continue 
the historic business of the acquired corporation, or (ii) use a significant    
portion of the acquired corporation's historic business assets in a business,   
and that the continuity of business enterprise requirement is satisfied if the  
acquiring corporation continues the acquired corporation's historic business.   
Management of RMST has represented that RMST will continue to be engaged in the 
same business following the Merger. Based on this representation, it can be     
concluded that the Merger will satisfy the continuity of business enterprise    
requirement.                                                                    

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RMS Titanic                                                                     
October 25, 2004                                                                
Page 8                                                                          

        Continuity of Interest. The Internal Revenue Service rules relating to
satisfying the continuity of interest requirement provide, in general, that     
continuity of interest is satisfied if a substantial part of the value of the   
proprietary interests in the acquired corporation is preserved in the           
reorganization. Treas. Reg. Section 1.368-1(e). Rev. Proc. 77-37, 1977-2 C.B.   
568, provides that the "continuity of interest" requirement of Section          
1.368-1(b) of the Regulations is satisfied in a transaction described in Section
368(a)(1)(A) of the Code by reason of Section 368(a)(2)(E) if there is          
continuing interest through stock ownership in the controlling corporation on   
the part of the former shareholders of the surviving corporation which is equal 
in value, as of the effective date of the reorganization, to at least fifty     
percent (50%) of the value of all of the formerly outstanding stock of the      
surviving corporation as of that date. Sales, redemptions, and other            
dispositions of stock occurring prior to the exchange which are part of the plan
of reorganization, will be considered in determining whether there is a fifty   
percent (50%) continuing interest through stock ownership as of the effective   
date of the reorganization. Management of RMST has represented that the fifty   
percent (50%) continuity of interest test of Rev. Proc. 77-37 will be met in the
Merger. Based on this representation, it can be concluded that the Merger will  
satisfy the continuity of interest requirement.                                 

     Plan of Reorganization. Both Code Sections 354(a)(1) and 361(a), as
well as Treas. Reg. Sections 1.368-1(c) and (g), require that the reorganization
be pursuant to a plan by which the various transactions in the reorganization   
occur. Management has represented that the plan of reorganization for the       
Reorganization is memorialized in various corporate minutes and documents, and  
in the Agreement and Plan of Merger dated October 13, 2004 by and between RMST, 
Holding Co, and MergerSub.                                                      

C.       Additional Statutory and Regulatory Provisions                         

      Section 354(a)(1) of the Code provides that no gain or loss shall be
recognized if stock or securities in a corporation a party to a reorganization  
are, in pursuance of the plan of reorganization, exchanged solely for stock or  
securities in such corporation or in another corporation a party to the         
reorganization.                                                                 

        Section 358(a)(1) of the Code provides that in the case of an exchange
to which section 354 applies, the basis of the property permitted to be received
under such section without the recognition of gain or loss shall be the same as 
that of the property exchanged.                                                 

      Section 1223(1) of the Code provides in part that in determining the
period for which the taxpayer has held property received in an exchange, there  
shall be included the period for which he held the property exchanged if the    
property has, for the purpose of determining gain or loss from a sale or        
exchange, the same basis in whole or in part in his hands as the property       
exchanged and the property exchanged at the time of such exchange was a capital 
asset as defined in section 1221 of the Code.                                   

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RMS Titanic                                                                     
October 25, 2004                                                                
Page 9                                                                          

     Section 1032(a) of the Code generally provides that no gain or loss
shall be recognized to a corporation on the receipt of money or other property  
in exchange for stock (including treasury stock) of such corporation. Also,     
Section 361(a) of the Code provides that no gain or loss shall be recognized to 
a corporation if such corporation is a party to a reorganization and exchanges  
property, in pursuance of the plan of reorganization, solely for stock or       
securities in another corporation a party to the reorganization.                

         Section 362 of the Code provides that the acquiring corporation's basis
of property acquired in a reorganization equals the basis of such property in   
the hand of the transferor immediately prior to the reorganization. Treas. Reg. 
Section 1.1502-31, however, provides that where a corporation acquires stock of 
a "common parent" in a reorganization that constitutes a "group structure       
change," the acquiring corporation's basis in the stock of the acquired         
corporation is determined by reference to the "net asset basis" of the common   
parent rather than under section 362. A "group structure change" is defined in  
Treas. Reg. Section 1.1502-33(f)(1) to include a transaction such as the Merger 
where a new corporation succeeds another corporation as the common parent of a  
consolidated group.                                                             

 CONCLUSIONS

         Based upon the facts, representations and warranties, law, and analyses
set forth above, and conditioned upon our understanding that the transactions   
contemplated by the Holding Company Formation will be carried out strictly in   
accordance with the terms of the Merger Agreement, in our opinion:              

   1. The Holding Company Formation will constitute a reorganization
within the meaning of sections 368(a)(1)(A) and 368(a)(2)(E) of the CodeY       
so long as business purpose, continuity of business enterprise, continuity of   
interest, and plan of reorganization are satisfied, and RMST, MergerSub, and    
HoldingCo will each be a party to the reorganization within the meaning of      
section 368(b) of the Code.                                                     

       2. No gain or loss will be recognized by RMST, MergerSub or HoldingCo
for federal income tax purposes by reason of the Holding Company Formation      
(which includes the Merger). Section 361(a) of the Code.                        

Y    In addition to satisfying the  requirements  of Section  368(a)(2)(E),  (i)
     there  appear  to be good  arguments  that the  Merger  will  constitute  a
     reorganization   described   in   Section   368(a)(1)(B),   and   (ii)  for
reorganization treatment under Section 351(a).                        

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RMS Titanic                                                                     
October 25, 2004                                                                
Page 10                                                                         

     3. No gain or loss will be recognized by the holders of RMST Common
Stock upon the receipt of shares of HoldingCo Common Stock pursuant to the      
Holding Company Formation (which includes the Merger). Section 354(a)(1) of the 
Code.                                                                           

      4. No gain or loss will be recognized by HoldingCo, as the holder of
the stock of MergerSub upon the receipt of shares of RMST Common Stock pursuant 
to the Holding Company Formation (which includes the Merger). Section 354(a)(1) 
of the Code.                                                                    

     5. The tax basis of the shares of HoldingCo Common Stock treated as
received by a holder of RMST Common Stock, pursuant to the Merger will be the   
same as the tax basis of the shares of RMST Common Stock treated as exchanged   
therefore. Section 358(a)(1) of the Code.                                       

        6. The holding period of the shares of HoldingCo Common Stock received
or treated as received by a holder of RMST Common Stock pursuant to the Merger  
would include the holding period of the shares of RMST Common Stock exchanged   
therefore or treated as exchanged therefore, provided the RMST Common Stock is  
held as a capital asset by such holder at the time of the Holding Company       
Formation (which includes the Merger). Section 1223(1) of the Code.             

     7. The tax basis of the RMST Common Stock in the hands of HoldingCo
will be determined by reference to the "net asset basis" of RMST immediately    
prior to the Holding Company Formation and the Merger under the principles of   
Treas. Reg. Section 1.1502-31.                                                  

   We express no opinion as to the tax treatment of the transactions
contemplated by the Holding Company Formation under the provisions of any other 
sections of the Code or the regulations under the Code that also may be         
applicable thereto that are not specifically addressed in the foregoing opinion.

      The opinions expressed herein are intended solely for the benefit of
RMST, and solely in connection with the Holding Company Formation. The opinions 
expressed herein may not be quoted, in whole or in part, or otherwise referred  
to or furnished to any other person or any governmental agency (other than the  
Service in connection with an examination of the transactions contemplated by   
the Holding Company Formation and the Securities and Exchange Commission in     
connection with the reporting of the event on Form 8-K) without our express     
prior written consent. No person other than you shall be entitled to rely on the
opinions expressed herein without our express prior written consent.            

    The opinions expressed herein are limited to the matters expressly
stated herein, and no opinion is implied or may be inferred beyond the matters  
expressly stated herein. The opinions expressed herein are as of the date       

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RMS Titanic                                                                     
October 25, 2004                                                                
Page 11                                                                         

hereof, and we assume no obligation to update or supplement such opinions to    
reflect any facts or circumstances that may hereafter come to our attention or  
any changes in law that may hereafter occur.                                    

Very truly yours,                       

 WILLIAMS SCHIFINO MANGIONE & STEADY, P.A.

     /s/ Williams Schifino Mangione & Steady, P.A.

Wsms:122438v7                                                                   

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Dates Referenced Herein   and   Documents Incorporated by Reference

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This ‘8-K/A’ Filing		Date		First		Last			Other Filings
Filed on:		11/1/04
		10/25/04		1		11
For Period End:		10/14/04		1					8-K
		10/13/04		1		8			10-Q
		9/30/04		2
		7/28/04		3
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