Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1/A Amendment No. 2 to Form S-1 127 818K
2: EX-5.1 Opinion of Alston & Bird 3 16K
3: EX-5.2 Cleary Gottlieb, Steen & Hamilton 2 11K
4: EX-8 Opinion of Alston & Bird 3 16K
6: EX-10.11 Supply Agreement 35 101K
7: EX-10.12 Mr. Drew Ritger 2 8K
8: EX-10.13 Wholesale Club Sales 2 8K
5: EX-10.8 Co-Pack Pricing Agreement 8 21K
9: EX-23.1 Consent of Ernst & Young LLP 1 6K
10: EX-99.8 Letter of Transmittal 12 58K
EX-8 — Opinion of Alston & Bird
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Exhibit 8
Alston & Bird LLP
One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3424
404-881-7000
Fax: 404-881-7777 Telex: 54-2996
Philip C. Cook Direct Dial (404) 881-7491
March 25, 1997
Gorges/Quik-To-Fix Foods, Inc.
9441 LBJ Freeway, Suite 214
Dallas, Texas 75243
Re: Proposed Exchange of 11 1/2 % Senior Subordinated Notes Due 2006,
Series B, of Gorges/Quik-To-Fix Foods, Inc. for all outstanding
11 1/2% Senior Subordinated Notes Due 2006 of Gorges/Quik-To-Fix
Foods, Inc.
Ladies and Gentlemen:
We have acted as counsel to Gorges/Quik-To-Fix Foods, Inc., a Delaware
corporation (the "Company"), a wholly owned subsidiary of Gorges Holding
Corporation, a Delaware corporation ("GHC"), in offering (the "Exchange Offer"),
upon the terms and subject to the conditions set forth in the Prospectus (the
"Prospectus") and the Letter of Transmittal accompanying the Prospectus (the
"Letter of Transmittal"), to exchange up to $100,000,000 aggregate principal
amount of its 11 1/2% Senior Subordinated Notes Due 2006, Series B, (the
"Exchange Notes") for equal principal amounts of its outstanding 11 1/2% Senior
Subordinated Notes Due 2006 (the "Senior Notes").
The Exchange Notes are substantially identical (including principal amount,
interest rate, maturity and redemption rights) to the Senior Notes for which
they may be exchanged pursuant to this offer, except that (i) the offering and
sale of the Exchange Notes will have been registered under the Securities Act of
1933, as amended (the "Securities Act"), and (ii) holders of Exchange Notes will
not be entitled to certain rights of holders under a Registration Rights
Agreement of the Company dated as of November 25, 1996. The Senior Notes have
been, and the Exchange Notes will be, issued under an Indenture dated as of
November 25, 1996 (the "Indenture"), between the Company and IBJ Schroder Bank &
Trust Company, as trustee (the "Trustee"). The Company will not receive any
proceeds from this Exchange Offer; however, pursuant to the Registration Rights
Agreement, the Company will bear certain offering expenses. See "Description of
Notes" and "Senior Notes Registration Rights."
In rendering this opinion, we have examined (i) the Internal Revenue Code
of 1986, as amended (the "Code") and Treasury Regulations and (ii) appropriate
Internal
Revenue Service and court decisional authority. In addition, we have relied upon
certain information made known to us as more fully described below. All
capitalized terms used herein without definition shall have the respective
meanings specified in the Prospectus, and unless otherwise specified, all
section references herein are to the Code.
INFORMATION RELIED UPON
In rendering the opinions expressed herein, we have examined such documents
as we have deemed appropriate, including:
(1) the Prospectus;
(2) and such additional documents as we have considered relevant.
In our examination of such documents, we have assumed, with your consent,
that all documents submitted to us as photocopies faithfully reproduce the
originals thereof, that such originals are authentic, that all such documents
have been or will be duly executed to the extent required, and that all
statements set forth in such documents are accurate.
We have also obtained such additional information and representations as we
have deemed relevant and necessary through consultation with and certificates
provided by the management of the Company.
With your consent, we have also assumed that the following statements are
true on the date hereof and will be true on the date the proposed transaction is
consummated:
(1) Except the Registration Rights Agreement of the Company dated as of
November 25, 1996, the Company has not entered into any agreement (whether
written, oral, by conduct or otherwise) with respect to the Senior Notes or the
Exchange Notes.
(2) The Exchange Offer is being made for a substantial business purpose.
OPINIONS
Based solely on the information submitted and the representations set forth
above and assuming that the Exchange Offer takes place as described in the
Prospectus and that the representations made by the Company are true and correct
at the time of the exchange, we are of the opinion that the exchange of Senior
Notes for Exchange Notes pursuant to the Exchange Offer will not be considered a
taxable exchange for U.S. federal income tax purposes because the Exchange Notes
will not be considered to differ materially in kind or extent from the Senior
Notes. Exchange Notes received by a holder of Senior Notes will be treated as a
continuation of the Senior Notes in the hands of such holder. Accordingly,
there will not be any U.S. federal income tax consequences to holders exchanging
Senior Notes for Exchange Notes in the Exchange Offer.
The opinions expressed herein are based upon existing statutory,
regulatory, and judicial authority, any of which may be changed at any time with
retroactive effect. In addition, our opinions are based solely on the documents
that we have examined, the additional information that we have obtained, and the
statements set out herein, which we have assumed and you have confirmed to be
true on the date hereof and will be true on the date on which the proposed
transaction is consummated. Our opinions cannot be relied upon if any of the
facts contained in such documents or if such additional information is, or later
becomes, inaccurate, or if any of the statements set out herein is, or later
becomes, inaccurate. This opinion deals only with holders that will hold
Exchange Notes as "capital assets" (within the meaning of Section 1221 of the
Code) and that are (i) citizens or residents of the United States, (ii) domestic
corporations, or (iii) otherwise subject to United States federal income
taxation on a net income basis in respect of an Exchange Note. The opinions
expressed herein do not address tax considerations applicable to investors that
may be subject to special tax rules, such as banks, tax-exempt organizations,
insurance companies, dealers in securities or currencies, or persons that will
hold Notes as a position in a hedging transaction, "straddle" or "conversion
transaction" for tax purposes. This opinion addresses the material U.S. federal
income tax consequences of the exchange of Senior Notes for Exchange Notes
pursuant to the Exchange Offer. Finally, our opinions are limited to the tax
matters specifically covered thereby, and we have not been asked to address, nor
have we addressed, any other tax consequences of the Exchange Offer.
This opinion is being provided solely for the benefit of the Company and
the holders of Senior Notes that receive Exchange Notes pursuant to the Exchange
Offer. No other person or party shall be entitled to rely on this opinion.
We consent to the use of this opinion and to the references made to the
firm under the caption "Certain Federal Income Tax Considerations" in the
Prospectus.
Very truly yours,
ALSTON & BIRD LLP
By: /s/ Philip C. Cook
--------------------------------
Philip C. Cook
Dates Referenced Herein
| Referenced-On Page |
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| This ‘S-1/A’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 3/27/97 | | | | | | | None on these Dates |
| | 3/25/97 | | 1 |
| | 11/25/96 | | 1 | | 2 |
| List all Filings |
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