Zenith Electronics Corp – ‘S-4/A’ on 6/21/99 – EX-8.(A)

On:  Monday, 6/21/99   ·   Accession #:  950131-99-3906   ·   File #:  333-61057

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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       Amendment No. 5 to Form S-4                          316   1.91M 
 2: EX-2.(A)    Form of Pre-Packaged Plan of Reorganization           26    148K 
 3: EX-4.(E)    Form of Indenture With Respect to New Debentures      56    277K 
 4: EX-5.(A)    Opinion of Kirkland & Ellis                            4     25K 
 5: EX-8.(A)    Tax Matters Opinion of Kirkland & Ellis                2     11K 
 6: EX-10.(AH)  Amended & Restated Restructuring Agreement            45    164K 
 7: EX-23.(A)   Consent of Independent Public Accountants              1      8K 
13: EX-99.(AA)  Form of Ballot for Class 6                             5     20K 
14: EX-99.(AB)  Form of Master Ballot                                  6     30K 
15: EX-99.(AJ)  Zenith Capital Structure Analysis                     14     37K 
16: EX-99.(AK)  Property Summary & Value Estimates 12/1998            15     36K 
17: EX-99.(AL)  Mexican Portfolio Disposition Investig. & Proposal    25     63K 
18: EX-99.(AM)  Zenith Facility Plant #31 Evaluation, 12/1998         10     22K 
19: EX-99.(AN)  McAllen, Texas Plant #15 Evaluation                    6     15K 
20: EX-99.(AO)  Franklin Park, Il Evaluation                           6     17K 
 8: EX-99.(B)   Valuation Report, Dated July 22, 1998                 21    110K 
 9: EX-99.(F)   Valuation Report, Dated November 16, 1998             14     78K 
10: EX-99.(J)   Form of Letter to Security Holders                     4     20K 
11: EX-99.(Y)   Form of Ballot for Class 2                             5     20K 
12: EX-99.(Z)   Form of Ballot for Class 5                             5     25K 

EX-8.(A)   —   Tax Matters Opinion of Kirkland & Ellis

EX-8.(A)
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To Call Writer Direct:                                                          
312 861-2000                                                            

                                                                   Exhibit 8.(a)

JUNE __, 1999 

Zenith Electronics Corporation                                                  
1000 Milwaukee Avenue                                                           
Glenview, Illinois 60025-2493                                                   

Re:  Federal Income Tax Opinion                                                 
--------------------------                                            

Dear Sirs/Mesdames:                                                             

In connection with the transactions described in the Proxy            
Statement-Prospectus included in the Registration Statement on Form S-4         
(Registration No. 333-61057) (the "Registration Statement") of Zenith           
Electronics Corporation, filed with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, and the Securities and Exchange Act of  
1934, as amended, you have requested our opinion concerning the material United 
States federal income tax consequences of the Prepackaged Plan to the Company   
and holders of certain Claims and Equity Interests of the Company. Capitalized  
terms used herein that are not specifically defined herein have the same meaning
as in the Registration Statement.                                               

We have examined the Proxy Statement-Prospectus, the Registration     
Statement, and such other documents and such legal authorities as we have deemed
relevant for purposes of expressing the opinion contained herein. Our opinion is
based upon the applicable provisions of the Internal Revenue Code of 1986, as   
amended, Treasury regulations promulgated and proposed thereunder, current      
positions of the Internal Revenue Service (the "IRS") contained in published    
Revenue Rulings and Revenue Procedures and existing judicial decisions. No tax  
rulings have been or will be sought from the IRS with respect to any of the     
matters discussed herein.                                                       

Based on the foregoing, the discussions set forth under the caption   
"Certain U.S. Federal Income Tax Considerations" in the Proxy                   
Statement-Prospectus express our opinion as to the material U.S. federal income 
tax consequences of the Prepackaged Plan, subject to the qualifications therein,
and are based upon reasonable interpretations of existing law. There can be no  
assurance, however, that such views will not be successfully challenged by the  
IRS or                                                                          

EX-8.(A)
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Zenith Electronics Corporation                                                  
June __, 1999                                                                   
Page 2                                                                          

significantly altered by new legislation, changes in IRS positions, or          
judicial decisions, any of which challenges or alterations may be applied       
retroactively.                                                                  

We hereby consent to the filing of this opinion as an exhibit to the  
Registration Statement and to the reference to this firm under the section      
entitled "Legal Matters" in the Registration Statement.                         

This opinion is furnished to you in connection with the filing of the 
Registration Statement, and is not to be used, circulated, quoted or otherwise  
relied upon for any other purpose without our consent.                          

Very truly yours, 

Kirkland & Ellis