Entravision Communications Corp – ‘S-4’ on 6/12/02 – EX-8

On:  Wednesday, 6/12/02, at 11:33am ET   ·   Accession #:  898430-2-2313   ·   File #:  333-90302

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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               128    663K 
                          Business-Combination Transaction                       
 2: EX-4.2      First Amendment to Indenture                           6     21K 
 3: EX-4.5      Form of Entravision Communications 8.125% Sr. Note    14     53K 
 4: EX-5        Opinion of Foley & Lardner                             4     26K 
 5: EX-8        Tax Opinion of Foley & Lardner                         2     14K 
 6: EX-12       Statement Re: Ratio of Earnings to Fixed Charges       2±    11K 
 7: EX-21.1     Subsidiaries of the Registrant                         2     10K 
 8: EX-23.2     Consent of Independent Accountants                     1      7K 
 9: EX-25       Statement of Eligibility of Trustee                   68    248K 
10: EX-99.1     Form of Letter of Transmittal                         15     64K 
11: EX-99.2     Form of Notice of Guaranteed Delivery                  3     15K 
12: EX-99.3     Form of Letter to Clients                              3     12K 
13: EX-99.4     Form of Letter to Brokers                              2     13K 

EX-8   —   Tax Opinion of Foley & Lardner

EX-8
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                                                                       EXHIBIT 8

 [Letterhead of Foley & Lardner]

 June 11, 2002

Entravision Communications Corporation and the                                  
Additional Registrants Listed in the                                            
Registration Statement (as defined below)                                       
2425 Olympic Boulevard, Suite 6000 West                                         
Santa Monica, California 90404                                                  

Re: Certain United States Federal Income Tax Matters                  

Ladies and Gentlemen:                                                           

      We have acted as special tax counsel to Entravision Communications
Corporation, a Delaware corporation (the "Company") and each of the parties     
listed in the Registration Statement (as defined below) as an Additional        
Registrant (an "Additional Registrant"), in connection with the preparation and 
filing by the Company and the Additional Registrants with the Securities and    
Exchange Commission (the "Commission") of a Registration Statement on Form S-4  
(together with all exhibits thereto, the "Registration Statement") under the    
Securities Act of 1933, as amended, with respect to the registration by the     
Company of $225,000,000 aggregate principal amount of its 8-1/8% Senior         
Subordinated Notes due 2009 (the "Exchange Notes"), unconditionally guaranteed  
(the "New Guarantees") as to payment of principal and interest by the Additional
Registrants. The Registration Statement also relates to the offer (the "Exchange
Offer") by the Company to exchange the Exchange Notes and New Guarantees for all
of its outstanding $225,000,000 aggregate principal amount of 8-1/8% Senior     
Subordinated Notes due 2009 (the "Outstanding Notes") and the related guarantees
(the "Old Guarantees"), previously issued pursuant to the Purchase Agreement    
dated March 1, 2002 (the "Purchase Agreement"), and incorporated by reference as
an exhibit to the Registration Statement. The Exchange Notes and the New        
Guarantees will be issued pursuant to the terms of the Exchange and Registration
Rights Agreement dated as of March 12, 2002, by and among the Company and the   
initial purchasers thereto (the "Exchange and Registration Rights Agreement"),  
and incorporated by reference as an exhibit to the Registration Statement, and  
pursuant to an Indenture dated as of March 1, 2002, as amended (the             
"Indenture"), by and among the Company, as issuer, Union Bank of California,    
N.A., as trustee (the "Trustee"), and certain domestic subsidiaries of the      
Company listed on the signature pages thereto, as guarantors. You have requested
our opinion regarding certain United States federal income tax matters in       
connection with the Exchange Offer.                                             

 In connection herewith, we have examined originals or copies,
certified or otherwise, identified to our satisfaction, of: (i) the Registration
Statement; (ii) the Indenture; (iii) the Exchange and Registration Rights       
Agreement; and (iv) such other corporate records, certificates, documents and   
other instruments as in our opinion are necessary or appropriate in connection  
with expressing the opinion set forth below. However, no facts have come to our 
attention, however, that would cause us to question the accuracy and            
completeness of such facts or documents in a material way.                      

EX-8
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Entravision Communications Corporation                                          
Additional Registrants                                                          
June 11, 2002                                                                   
Page 2                                                                          

Additionally, in rendering our opinion herein we have assumed that the
Exchange Offer or any other transactions described in or contemplated by any of 
the aforementioned documents have been or will be consummated consistent with   
the descriptions of such transactions as set forth in the Registration Statement
and in accordance with the operative documents relating to such transactions.   

  On the basis of the foregoing, our reliance upon the assumptions in this
opinion and our consideration of those questions of law we considered relevant, 
and subject to the limitations and qualifications in this opinion, we are of the
opinion that the statements made in the Registration Statement under the caption
"Certain U.S. Federal Tax Considerations" insofar as such statements purport to 
summarize certain federal income tax laws of the United States or legal         
conclusions with respect thereto, constitute a fair summary of the principal    
United States federal tax consequences of the Exchange Offer and the ownership  
and disposition of the Securities.                                              

     The opinion set forth above is based on relevant provisions of the Internal
Revenue Code of 1986, as amended, Treasury Regulations thereunder (including    
proposed and temporary Treasury Regulations), and interpretations of the        
foregoing as expressed in court decisions, administrative determinations, and   
the legislative history as of the date hereof. These provisions and             
interpretations are subject to change, which may or may not be retroactive in   
effect, that might result in modifications of our opinion. Our opinion is not   
binding on the Internal Revenue Service or on the courts, and, therefore,       
provides no guarantee or certainty as to results. In addition, our opinion is   
based on certain factual representations and assumptions described herein. Any  
change occurring after the date hereof in, or a variation from, any of the      
foregoing bases for our opinion could affect the conclusion expressed below.    

We hereby consent to the filing of this opinion as an exhibit to the  
Registration Statement and to the statements made with respect to us under the  
caption "Legal Matters" in the prospectus included as part of the Registration  
Statement.                                                                      

 This opinion is expressly limited to the matters set forth above and we
render no opinion, whether by implication or otherwise, as to any other matter  
relating to the Company or to any investment therein, or under any other law. We
assume no obligation to update or supplement this opinion to reflect any facts  
or circumstances that arise after the date of this opinion and come to our      
attention, or any future changes in law.                                        

 Very truly yours,

   /s/ Foley & Lardner

2 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-4’ Filing		Date		First		Last			Other Filings
Filed on:		6/12/02							None on these Dates
		6/11/02		1		2
		3/12/02		1
		3/1/02		1
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