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 Texas Standard Oil Company - Amendment #1 102 478K
2: EX-4.1 Form of Common Stock Certificate 2 12K
3: EX-5.1 Opinion of Haynes and Boone, LLP 3 10K
4: EX-8.1 Tax Opinion of Haynes and Boone, LLP 2 9K
5: EX-23.2 Consent of Hein + Associates LLP 1 5K
EX-8.1 — Tax Opinion of Haynes and Boone, LLP
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March 1, 2002
Texas Standard Oil Company
6371 Richmond Avenue
Houston, Texas 77057
Ladies and Gentlemen:
You have requested our opinion regarding the material U.S. federal income tax
consequences expected to result to holders of units in the Freeport-McMoran Oil
and Gas Royalty Trust, a Texas trust created effective September 30, 1983 (the
"ROYALTY TRUST"), upon the exchange of such units for shares of the common
stock, par value $.01 per share, of Texas Standard Oil Company, a Texas
corporation (the "COMPANY"), pursuant to the transactions described in the
Registration Statement on Form S-4 filed with the Securities and Exchange
Commission (the "COMMISSION") on January 10, 2002, as amended (the "REGISTRATION
STATEMENT"). For purposes of this opinion, the term "ROYALTY PARTNERSHIP" refers
to the Freeport-McMoran Oil and Gas Royalty Partnership, a Texas partnership
owned 99.9% by the Royalty Trust. All capitalized terms used but not defined
herein have the meanings ascribed to them in the Registration Statement.
For the purpose of rendering our opinion, we have examined and relied upon
copies of the Royalty Trust Indenture establishing the Royalty Trust, the First
Amended and Restated Articles of General Partnership of the Royalty Partnership,
the Proxy Statement of the Royalty Trust filed with the Commission on August 30,
2001, as amended, financial statements of the Royalty Trust filed with the
Commission and other documents, including the Registration Statement filed by
the Company, as we have deemed necessary or appropriate.
In the event that the transactions described in the Registration Statement are
or have been consummated in a manner that is inconsistent with the manner in
which it is described in the Registration Statement, our opinion may be
adversely affected and may not be relied upon.
We have advised you in connection with the material U.S. federal income tax
consequences described in the Registration Statement. We confirm that the
statements of law and legal conclusions contained in the "Material Federal
Income Tax Consequences" section in the Registration Statement constitute our
opinion.
This opinion represents and is based upon our best judgment regarding the
application of U.S. federal income tax laws arising under the Code, Treasury
Regulations, judicial decisions and published rulings and procedures. Our
opinion is not binding upon the Internal Revenue Service or the courts, and
there is no assurance that the Internal Revenue Service will not assert a
contrary position or that a court will not reach a different conclusion.
Furthermore, no assurance can be given that future legislative, judicial or
administrative changes, on either a prospective or retroactive basis, would not
adversely affect the accuracy of the conclusions stated herein. Nevertheless, we
undertake no responsibility to advise you of any new developments in the
application or interpretation of the U.S. federal income tax laws.
This opinion addresses only the matters set forth herein and does not address
any other U.S. federal, state, local or foreign tax consequences that may result
from the transactions described in the Registration Statement.
This opinion is being delivered to you and may be referenced and referred to in
the "Material Federal Income Tax Consequences" section in the Registration
Statement. It is not to be used, circulated, quoted or otherwise referred to for
any other purposes without our express written permission. We hereby consent to
the filing of this opinion as an exhibit to the Registration Statement and to
the use of our name under the captions listed above that is part of the
Registration Statement.
Sincerely,
Haynes and Boone, LLP
Dates Referenced Herein and Documents Incorporated by Reference
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