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 230 1.17M
Business-Combination Transaction
2: EX-4.2 Supp #1 to Rights Agreement 2 12K
3: EX-4.8 Fourth Supplemental Indenture 16 61K
4: EX-5.1 Opinion of Rogers & Wells 2± 11K
5: EX-8.1 Opinion of Rogers & Wells, Tax Matters 4 25K
6: EX-8.2 Opinion of King & Spalding, Tax Matters 3 16K
7: EX-8.3 Opinion of King & Spalding, Reit Status 3 18K
8: EX-9.1 Voting Agreement Dated Feb 28, 1999 6 30K
9: EX-10.1 Form of Weeks Hvac Option Agreement 7 25K
10: EX-10.2 Form of Amended & Stated Weeks Svcs Companies Opti 7 25K
11: EX-10.3 Form of Second Amended and Restated Agreement 50 237K
12: EX-23.3 Consent of Kpmg 1 7K
13: EX-23.4 Consent of Arthur Andersen 1 7K
14: EX-99.1 Consent of Merrill Lynch 1 8K
15: EX-99.2 Consent of Goldman Sachs 1 10K
EX-8.2 — Opinion of King & Spalding, Tax Matters
| EX-8.2 | 1st Page of 3 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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Exhibit 8.2
May 3, 1999
Weeks Corporation
4497 Park Drive
Norcross, Georgia 30093
Re: CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF MERGER OF WEEKS CORPORATION
WITH AND INTO DUKE REALTY INVESTMENTS, INC.
Ladies & Gentlemen:
We have acted as counsel to Weeks Corporation, a Georgia corporation
("Weeks" or the "Company") and Weeks Realty, L.P., a Georgia limited partnership
(the "Operating Partnership"), in connection with (i) the registration statement
on Form S-4 (the "Registration Statement") relating to the proposed merger (the
"Merger") of the Company with and into Duke Realty Investments, Inc. ("Duke")
pursuant to the Agreement and Plan of Merger, dated February 28, 1999 (the
"Merger Agreement") by and among Duke and the Company and (ii) the transactions
contemplated by the Merger Agreement, including the merger (the "OP Merger") of
the Operating Partnership with and into Duke Realty Limited Partnership ("Duke
OP") pursuant to the Agreement and Plan of Merger, dated February 28, 1999 (the
"OP Merger Agreement"), by and among Duke OP and the Operating Partnership.
Pursuant to Section 6.3(e) of the Merger Agreement, the Company has requested
the opinion of King & Spalding as to the qualification of the Merger as a
tax-free reorganization under the Internal Revenue Code of 1986, as amended (the
"Code").
Capitalized terms used herein without definition have the respective
meanings specified in the Merger Agreement.
INFORMATION RELIED ON
In rendering the opinion expressed herein, we have examined such
documents as we have deemed appropriate, including the Merger Agreement, the OP
Merger Agreement, and the Registration Statement. In our examination of
documents, we have assumed, with your consent, that all documents submitted to
us as photocopies or telecopies faithfully reproduce the originals thereof, that
such originals are authentic, that all such documents have been or will be duly
executed to the extent required, and that all statements of fact set forth in
such documents are accurate. In addition, we have obtained such additional
information and representations as we have deemed relevant and necessary through
consultation with various representatives of Duke and Weeks, including written
representation letters (the "Representation Letters") from officers of Duke and
Weeks verifying certain relevant facts that have been represented to us.
Weeks Corporation
May 3, 1999
Page 2
We have assumed, with your consent, that the statements contained in
the Representation Letters are true and correct on the date hereof and that any
representation made in any of the documents referred to herein "to the best of
the knowledge and belief" of any person (or with similar qualification) is true
and correct without such qualification. We have not attempted to verify such
representations independently.
OPINION
Based upon the foregoing, it is our opinion that the Merger will
constitute a "reorganization" within the meaning of Section 368(a) of the Code.
Accordingly:
(1) no gain or loss will be recognized by a holder of Weeks Common
Stock who receives Duke Common Stock in exchange therefor in the Merger
(except with respect to any cash received in lieu of a fractional share of
Duke Common Stock), and no gain or loss will be recognized by a holder of
Weeks Preferred Stock who receives New Duke Preference Shares in exchange
therefor in the Merger;
(2) the aggregate tax basis of the Duke Common Stock to be received by
a holder of Weeks Common Stock will be the same as the aggregate tax basis
in the Weeks Common Stock surrendered in the Merger (reduced by any amount
allocable to a fractional share interest for which cash is received), and
the aggregate tax basis of the New Duke Preference Shares to be received by
a holder of Weeks Preferred Stock will be the same as the aggregate tax
basis in the Weeks Preferred Stock surrendered in the Merger;
(3) the holding period of Duke Common Stock to be received by a holder
of Weeks Common Stock pursuant to the Merger, and the holding period of New
Duke Preference Shares to be received by a holder of Weeks Preferred Stock
pursuant to the Merger, will include the holding period of the Weeks Common
Stock or of the Weeks Preferred Stock exchanged therefor, provided that
such Weeks Common Stock or such Weeks Preferred Stock is held as a capital
asset (within the meaning of Section 1221 of the Code) at the Effective
Time; and
(4) no gain or loss will be recognized by Weeks or Duke as a result of
the Merger.
The opinion expressed herein is based upon existing statutory,
regulatory, and judicial authority, any of which may be changed at any time with
retroactive effect. In addition, our opinion is based solely on the documents
that we have examined, the additional information that we have obtained, and the
facts set out in the Representation Letters that we have assumed, with your
consent, to be true and correct. Our opinion cannot be relied upon if any of the
facts contained in such documents or in any such additional information is, or
later becomes, inaccurate or if any of the facts set out in the Representation
Letters is, or later becomes, inaccurate.
Our opinion is limited to the United Stated federal income tax matters
specifically covered thereby, and we have not been asked to address, nor have we
addressed, any other federal, state, local, or foreign income, estate, gift,
transfer, sales, use, or other tax consequences that may result from the Merger
or any other transaction (including any transaction undertaken in connection
with the Merger). We express no opinion regarding the tax consequences of the
Merger to shareholders that are subject to special tax rules (including without
limitation the tax treatment of persons who acquired Weeks Common Stock pursuant
to the exercise of employee stock options or otherwise as compensation).
Weeks Corporation
May 3, 1999
Page 3
We hereby consent to the filing of this opinion letter as an Exhibit to
the Registration Statement and to the reference to our firm in the Registration
Statement under the headings "Material Federal Income Tax Consequences" and
"Legal Matters." In giving such consent, however, we do not thereby admit that
we are an "expert" within the meaning of the Securities Act of 1933, as amended.
Except as stated in this paragraph, this opinion letter may not be furnished to
or relied upon by any person or any entity for any purpose without our prior
written consent and may not be quoted in whole or in part or otherwise referred
to (other than in connection with the transactions contemplated by the Merger
Agreement).
Very truly yours,
/s/ King & Spalding
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: | | 5/4/99 |
| | 5/3/99 | | 1 | | 3 |
| | 2/28/99 | | 1 | | | | | 8-K |
| List all Filings |
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