Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a 137 802K
Business-Combination Transaction
2: EX-5.1 Opinion of Snow Becker Krauss Pc 1 9K
3: EX-8.1 Opinion Re Taxes 2 12K
4: EX-23.1 Consent of Arthur Anderson LLP 1 7K
5: EX-23.2 Consent of Arthur Anderson LLP 1 7K
6: EX-23.3 Consent of Kpmg Peat Marwick LLP 1 6K
7: EX-99.1 Form of Proxy Card 2 11K
8: EX-99.2 Form of Proxy Card 2 11K
9: EX-99.3 Consent of Wheat, First Securities, Inc 1 7K
10: EX-99.4 Consent of Smith Barney Inc 1 7K
11: EX-99.5 Restricted Stock Agreement 6 21K
EX-8.1 — Opinion Re Taxes
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Exhibit 8.1
SNOW BECKER KRAUSS P.C.
605 Third Avenue
New York, New York 10158
(212) 687-3860
September 24, 1997
Board of Directors
PAXAR Corporation
105 Corporate Park Drive
White Plains, NY 10604
Gentlemen:
We have acted as counsel to PAXAR Corporation, a New York
corporation ("PAXAR"), in connection with the preparation of a Registration
Statement on Form S-4 filed on September 24, 1997 (the "Registration
Statement"), containing the Joint Proxy Statement of PAXAR and International
Imaging Materials, Inc., a Delaware corporation ("IIMAK"), and the Prospectus of
PAXAR relating to the issuance of up to 17,125,000 shares of the Common Stock,
$.10 par value per share, of PAXAR in connection with the merger of Ribbon
Manufacturing, Inc., a Delaware corporation and a direct wholly-owned subsidiary
of PAXAR ("Merger Sub"), with and into IIMAK.
Unless otherwise defined herein, capitalized terms used herein
have the respective meanings ascribed to those terms in the Registration
Statement.
In arriving at the opinion expressed below, we have examined
and relied upon the following documents:
(a) the Registration Statement;
(b) tax representations letters to us from IIMAK and PAXAR; and
(c) the Agreement and Plan of Merger, dated as of July 15, 1997,
among IIMAK, Merger Sub and PAXAR.
We have also read and relied upon originals or copies, certified or
otherwise identified to our satisfaction, of such records of IIMAK and PAXAR and
such certificates and representations of officers and representatives of IIMAK
and PAXAR and we have made such investigations of law, as we have deemed
appropriate as a basis for the opinion expressed below. In our examination, we
have assumed the authenticity of original documents, the accuracy of copies and
the genuineness of signatures. We understand and assume that (i) the Merger
Agreement and each other agreement referred to in the Registration Statement
represent the valid and binding obligations of the respective parties thereto,
enforceable in accordance with their respective terms, and the entire agreement
between the parties with respect to the subject matter thereof, (ii) the parties
to each such agreements
Board of Directors
PAXAR Corporation
September 24, 1997
Page 2
have complied, and will comply, with all of their respective covenants,
agreements and undertakings contained therein and (iii) the transactions
provided for by each such agreement or otherwise referred to in the Registration
Statement were and will be carried out in accordance with their terms.
Our opinion is based upon existing United States federal income tax
laws, regulations, administrative pronouncements and judicial decisions. All
such authorities are subject to change, either prospectively or retroactively.
No assurance can be provided as to the effect of any such change upon our
opinion.
The opinion set forth herein has no binding effect on the United States
Internal Revenue Service or the courts of the United States. No assurance can be
given that, if the matter were contested, a court would agree with the opinion
set forth herein.
Based upon and subject to the foregoing, it is our opinion that the
material federal income tax consequences of the Merger to certain United States
holders of IIMAK Common Stock are as set forth in the Registration Statement
under the caption "Certain United States Federal Income Tax Consequences." While
such description discusses the material anticipated federal income tax
consequences applicable to certain United States holders, it does not purport to
discuss all United States tax consequences, and our opinion is limited to those
United States tax consequences specifically discussed therein.
In giving the foregoing opinion, we express no opinion other than as to
the federal income tax law of the United States of America.
We consent to the reference to our firm under the captions "Legal
Matters" and "Certain United States Federal Income Tax Consequences" in the
Registration Statement, and we consent to the filing of this opinion as an
Exhibit to the Registration Statement.
Very truly yours,
/s/ Snow Becker Krauss P.C.
SNOW BECKER KRAUSS P.C.
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
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| This ‘S-4’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 9/24/97 | | 1 | | 2 |
| | 7/15/97 | | 1 | | | | | 8-K |
| List all Filings |
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