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¶ – Release Delayed ·Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a HTML 2.32M
Business-Combination Transaction
42: CORRESP ¶ Comment-Response or Other Letter to the SEC HTML 21K
43: CORRESP ¶ Comment-Response or Other Letter to the SEC HTML 14K
2: EX-1.1 Purchase Agreement, Dated May 17,2006 HTML 260K
19: EX-3.10(I) Articles of Organization of Unifi Export Sales, HTML 25K
LLC
20: EX-3.10(II) Operating Agreement of Unifi Export Sales, LLC HTML 100K
21: EX-3.11(I) Articles of Incorporation of Charlotte Technology HTML 30K
Group,Inc
22: EX-3.11(II) Bylaws of Charlotte Technology Group, Inc HTML 100K
23: EX-3.12(I) Articles of Incorporation of Unifi International HTML 34K
Service, Inc.
24: EX-3.12(II) Bylaws of Unifi International Service, Inc. HTML 58K
25: EX-3.13(I) Articles of Organization of Unifi Technical HTML 22K
Fabrics, LLC
26: EX-3.13(II) Bylaws of Unifi Technical Fabrics, LLC HTML 48K
27: EX-3.14(I) Articles of Incorporation of Utg Shared Services, HTML 24K
Inc.
28: EX-3.14(II) Bylaws of Utg Shared Services, Inc. HTML 56K
29: EX-3.15(I) Articles of Organization of Unimatrix America, LLC HTML 23K
30: EX-3.15(II) Bylaws of Unimatrix America, LLC HTML 49K
3: EX-3.2(I) Articles of Organization of Unifi Manufacturing HTML 25K
Virginia, LLC
4: EX-3.2(II) Operating Agreement of Unifi Manufacturing HTML 100K
Virginia, LLC
5: EX-3.3(I) Articles of Incorporation of Unifi Manufacturing, HTML 25K
Inc
6: EX-3.3(II) By-Laws of Unifi Manufacturing, Inc HTML 58K
7: EX-3.4(I) Articles of Organization of Glenttouch Yarn HTML 22K
Company, LLC
8: EX-3.4(II) Bylaws of Glentouch Yarn Company, LLC HTML 49K
9: EX-3.5(I) Articles of Organization of Unifi Kinston,LLC HTML 33K
10: EX-3.5(II) Operating Agreement of Unifi Kinston,LLC HTML 97K
11: EX-3.6(I) Articles of Organization of Unifi Textured HTML 23K
Polyester, LLC
12: EX-3.6(II) Operating Agreement of Unifi Textured Polyester, HTML 154K
LLC
13: EX-3.7(I) Articles of Incorporation of Unifi Sales & HTML 24K
Distribution, Inc.
14: EX-3.7(II) Bylaws of Unifi Sales and Distribution, Inc HTML 58K
15: EX-3.8(I) Articles of Incorporation of Spanco Industries,Inc HTML 29K
16: EX-3.8(II) Bylaws of Spanco Industries, Inc HTML 54K
17: EX-3.9(I) Articles of Incorporation of Spanco International, HTML 24K
Inc
18: EX-3.9(II) Bylaws of Spanco International, Inc HTML 60K
31: EX-5.1 Opinion of Paul, Weiss, Rifkind,Wharton & Garrison HTML 29K
LLP
32: EX-5.2 Opinion of Moore & Van Allen Pllc HTML 33K
33: EX-8.1 Opinion of Paul,Weiss,Rifkinf, Wharton & Garrison HTML 24K
as to Certain Tax Matters
35: EX-21.1 List of Subsidiaries HTML 26K
36: EX-23.1 Consent of Ernst & Young LLP, Independent HTML 19K
Registered Public Accounting Firm
37: EX-23.2 Consent of Ernst & Young Hua Ming,Independent HTML 19K
Registered Public Accounting Firm
38: EX-23.3 Consent of Grant Thornton LLP, Independent HTML 18K
Certified Public Accounting Firm
39: EX-25.1 Statement re: Eligibility of Trustee -- Form T-1|2 HTML 46K
40: EX-99.1 Letter of Transmittal HTML 120K
41: EX-99.2 Notice of Guaranteed Delivery HTML 37K
34: EX-12.1 Statement of Computation of Ratios of Earnings of HTML 40K
Fixed Charges
| Opinion of Paul,Weiss,Rifkinf, Wharton & Garrison as to certain tax matters |
Exhibit 8.1
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
(212) 373-3000
Unifi, Inc.
7201 West Friendly Avenue
Ladies and Gentlemen:
We have acted as United States tax counsel for Unifi, Inc. (the “Company”) in connection with its offer to exchange $190,000,000 aggregate principal amount of 11½% Senior Secured Notes due 2014 (the “Exchange Notes”), for the same aggregate principal amount of substantially identical 11½% Senior Secured Notes due 2014 that were issued by the Company pursuant to the Offering Memorandum dated as of May 26, 2006 (the “Initial Notes”) in an offering that was exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”).
We have been requested to render our opinion as to certain tax matters in connection with the Registration Statement on Form S-4 (the “Registration Statement”), relating to the registration by the Company of the Exchange Notes to be offered in the exchange offer, filed by the Company with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act and the rules and regulations of the Commission promulgated thereunder (the “Rules”). Capitalized terms used but not defined herein have the respective meanings ascribed to them in the Registration Statement.
In rendering our opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such agreements and other documents as we have deemed relevant and necessary 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, without independent verification, (i) the authenticity of original documents, (ii) the accuracy of copies and the genuineness of signatures, (iii) that the execution and delivery by each party to a document and the performance by such party of its obligations thereunder have been authorized by all necessary measures and do not violate or result in a breach of or default under such party’s certificate or instrument of formation and by-laws or the laws of such party’s jurisdiction of organization, (iv) that each agreement represents the entire agreement between the parties with respect to the subject matter thereof, (v) that the parties to each agreement have complied, and will
comply, with all of their respective covenants, agreements and undertakings contained therein and (vi) that the transactions provided for by each agreement were and will be carried out in accordance with their terms. In rendering our opinion we have made no independent investigation of the facts referred to herein and have relied for the purpose of rendering this opinion exclusively on those facts that have been provided to us by you and your agents, which we assume have been, and will continue to be, true.
The opinion set forth below is based on the Internal Revenue Code of 1986, as amended, administrative rulings, judicial decisions, treasury regulations and other applicable authorities, all as in effect on the date hereof. The statutory provisions, regulations, and interpretations upon which our opinion is based are subject to change, and such changes could apply retroactively. Any change in law or the facts regarding the Exchange Offer, or any inaccuracy in the facts or assumptions on which we relied, could affect the continuing validity of the opinion set forth below. We assume no responsibility to inform you of any such changes or inaccuracy that may occur or come to an attention.
Based upon and subject to the foregoing, and subject to the qualifications set forth herein, we are of the opinion that the statements set forth under the caption “Certain United States Federal Tax Considerations” in the Registration Statement are an accurate general description of the United States federal income and estate tax consequences described therein. Such statements do not, however, purport to discuss all United States federal income and estate tax consequences and are limited to those United States federal income and estate tax consequences specifically discussed therein and subject to the qualifications set forth therein.
We are furnishing this letter in our capacity as United States tax counsel to the Company. This letter is not to be used, circulated, quoted or otherwise referred to for any other purpose, except as set forth below.
We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement. The issuance of such consent does not concede that we are an “expert” for purposes of the Securities Act or the Rules.
Very truly yours,
/s/ Paul, Weiss, Rifkind, Wharton & Garrison LLP
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
2
| This ‘S-4’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 10/12/06 | 8-K/A | ||
| 5/26/06 | 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/08/06 SEC UPLOAD¶ 9/24/17 1:91K Unifi Inc. |