NEON Communications Group, Inc. – ‘S-4/A’ on 12/17/04 – EX-8.1

On:  Friday, 12/17/04, at 5:03pm ET   ·   Accession #:  1019687-4-2848   ·   File #:  333-119666

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

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       Pre-Effective Amendment to Registration of             9     45K 
                          Securities Issued in a                                 
                          Business-Combination Transaction                       
 2: EX-8.1      Opinion re: Tax Matters                                2     13K 
 3: EX-8.2      Opinion re: Tax Matters                                2     13K 

EX-8.1   —   Opinion re: Tax Matters

EX-8.1
1st Page of 2
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
EXHIBIT 8.1                                                                     

                                                               December 17, 2004

Globix Corporation                                                              
139 Centre Street                                                               
New York, New York 10013                                                        

Dear Ladies and Gentlemen:                                                      

We have acted as tax counsel to Globix Corporation, a Delaware
corporation ("Globix"), in connection with (i) the Merger, as defined and       
described in the Agreement and Plan of Merger, dated as of July 19, 2004, as    
amended by the First Amendment to Agreement and Plan of Merger, dated as of     
October 8, 2004 (as amended, the "Merger Agreement"), by and among Globix and   
NEON Communications, Inc., a Delaware corporation, and (ii) the preparation and 
filing of the Registration Statement with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Act"), on 
December 9, 2004, which includes the proxy statement of NEON Communications,    
Inc. and the prospectus of Globix (the "Proxy Statement/Prospectus"), including 
the discussion set forth in the Proxy Statement/Prospectus under the heading    
"Material Federal United States Income Tax Consequences". At your request and   
pursuant to Section 6.2(c) of the Merger Agreement, we are rendering our opinion
concerning certain United States federal income tax consequences of the Merger. 
Unless otherwise indicated, each capitalized term used herein has the meaning   
ascribed to it in the Merger Agreement.                                         

         In connection with this opinion, we have examined the Merger Agreement,
the Proxy Statement/Prospectus, and such other documents and corporate records  
as we have deemed necessary or appropriate in order to enable us to render the  
opinion below. We have relied, with the consent of Globix and the consent of    
NEON Communications, Inc., upon statements, representations, and covenants made 
by Globix and NEON Communications, Inc., including representations and covenants
made to us by Globix (on behalf of itself and Cornerstone Merger Corp., a       
corporation to be formed under the law of Delaware as a wholly-owned subsidiary 
of Globix) and NEON Communications, Inc. in their respective certificates dated 
as of the date hereof and delivered to us for purposes of this opinion, and have
assumed that such statements and representations are true and complete without  
regard to any qualifications as to knowledge and belief. For purposes of this   
opinion, we have assumed (i) the validity and accuracy of the documents and     
corporate records that we have examined and the facts and representations       
concerning the Merger that have come to our attention during our engagement,    
(ii) that the Merger will be consummated in the manner described in the Merger  
Agreement and the Proxy Statement/Prospectus, and (iii) the genuineness of all  
signatures, the legal capacity of all natural persons, the authenticity of all  
documents submitted to us as originals, the conformity to original documents of 
all documents submitted to us as certified or photostatic copies and the        
authenticity of the originals of such documents.                                

EX-8.1
Last Page of 2
TOC
1st
Previous
Next
↓Bottom
Just 2nd
Globix Corporation                                                              
December 17, 2004                                                               
Page 2                                                                          

        In rendering our opinion, we have considered the applicable provisions
of the Internal Revenue Code of 1986, as amended (the "Code"), Treasury         
Department regulations promulgated thereunder, pertinent judicial authorities,  
interpretive rulings of the Internal Revenue Service (the "IRS"), and such other
authorities as we have considered relevant. It should be noted that statutes,   
regulations, judicial decisions, and administrative interpretations are subject 
to change at any time (possibly with retroactive effect). A change in the       
authorities or in the accuracy or completeness of any of the information,       
documents, corporate records, covenants, statements, representations, or        
assumptions on which our opinion is based could affect our conclusions. This    
opinion is expressed as of the date hereof, and we are under no obligation to   
supplement or revise our opinion to reflect any changes (including changes that 
have retroactive effect) (i) in applicable law or (ii) in any fact, information,
document, representation, corporate record, covenant, statement, or assumption  
stated or referred to herein that becomes untrue, incorrect, or incomplete.     

       Subject to the assumptions and qualifications set forth above, we are
of the opinion that the description of the United States federal income tax     
consequences appearing under the heading "Material United States Federal Income 
Tax Consequences" in the Proxy Statement/Prospectus accurately describes the    
material United States federal income tax consequences of the Merger under      
existing law, subject to the limitations, conditions, qualifications,           
assumptions and reliance described therein.                                     

         The foregoing opinion does not address all of the United States federal
income tax consequences of the Merger. We express no opinion as to the United   
States federal, state, local, foreign, or other tax consequences, other than as 
set forth herein. Further, there can be no assurances that the opinion expressed
herein will be accepted by the IRS or, if challenged, by a court.               

       This letter is furnished to you solely for use in connection with the
Merger, as described in the Merger Agreement and the Proxy Statement/Prospectus,
and is not to be used, circulated, quoted, or otherwise referred to for any     
other purpose without our express written permission. We hereby consent to the  
filing of this opinion as Exhibit 8.1 to the Registration Statement and to the  
use of our name under the caption "Legal Matters" in the Proxy                  
Statement/Prospectus. In giving these consents, we do not thereby admit that we 
are within the category of persons whose consent is required under Section 7 of 
the Securities Act of 1933, as amended, or the rules and regulations of the     
Commission promulgated thereunder.                                              

                    Sincerely,

                                     /s/ Day, Berry & Howard LLP

                                By: Stephen Ziobrowski

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-4/A’ Filing		Date		First		Last			Other Filings
Filed on:		12/17/04		1		2			10-K
		12/9/04		1					S-4/A
		10/8/04		1					8-K
		7/19/04		1					425,  8-K
									List all Filings