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 83 451K
Business-Combination Transaction
2: EX-5.1 Opinion of O'Melveny & Myers LLP/Legality 2 8K
3: EX-8.1 Opinion of O'Melveny & Myers LLP/Tax Consequences 3 12K
4: EX-12 Ratio of Earnings to Fixed Charges 1 6K
5: EX-23.2 Consent of Arthur Andersen LLP 1 6K
6: EX-99.1 Form of Proxy 2 13K
EX-8.1 — Opinion of O’Melveny & Myers LLP/Tax Consequences
| EX-8.1 | 1st Page of 3 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
|---|
EXHIBIT 8.1
March
6th
1 9 9 8
(213) 669-6000
814,675-407
Southern California Water Company
630 East Foothill Boulevard
San Dimas, California 91773
Re: Proposed Merger of SCW Acquisition Corp. with
and into Southern California Water Company
Dear Sir or Madam:
You have requested our opinion concerning certain of the federal
income tax consequences of the proposed statutory merger ("the Merger") of SCW
Acquisition Corp., a California corporation, with and into Southern California
Water Company, a California corporation ("SCW").
In connection with this opinion, we have examined such documents
and matters of law and fact as we have considered appropriate, including the
proposed form of Agreement of Merger ("the Agreement") and the Registration
Statement of American States Water Company on Form S-4, to be filed on or about
March 6, 1998 with the Securities and Exchange Commission, and with your consent
have relied (without any independent investigation on our part) on the
representations contained in the certificate of SCW, delivered in connection
with this opinion.
SCW has formed American States Water Company, a California
corporation ("HoldingCo") and SCW Acquisition Corp., a California corporation
("MergeCo") in order to implement and facilitate the Merger and the corporate
restructuring of which it is a part. Immediately prior to the effective time of
the Merger, HoldingCo will be a wholly-owned subsidiary of SCW, and
MergeCo will be a wholly-owned subsidiary of HoldingCo. The rights, preferences,
privileges and restrictions of the currently outstanding SCW Common Shares and
each series of SCW Preferred Shares are substantially identical to those of the
HoldingCo Common Shares and the applicable series of HoldingCo Preferred Shares
into which they will be converted in the Merger; such rights for each class of
stock include the right to vote in the election of directors.
Pursuant to the Agreement and for good and persuasive business
reasons, MergeCo, at the effective time of the Merger, will be merged in
accordance with applicable state law with and into SCW, which will continue as
the surviving corporation. As a result of the Merger, (i) MergeCo's separate
corporate existence will cease, and SCW will hold substantially all of SCW's
assets and business, and substantially all of the assets of MergeCo; (ii) each
of SCW's Common Shares, or fraction thereof, issued and outstanding immediately
prior to the Merger will be automatically changed and converted into one Common
Share of HoldingCo, or fraction thereof; (iii) each share of each series of
SCW's Preferred Shares issued and outstanding immediately prior to the Merger
will be automatically changed and converted into one Preferred Share of
HoldingCo of the applicable series; (iv) the shares of HoldingCo owned by SCW
will be cancelled; and (v) SCW will become a wholly-owned subsidiary of
HoldingCo.
In connection with the Merger, SCW may transfer certain of its
assets (the "Non-utility Assets") to HoldingCo or another subsidiary of
HoldingCo. The fair market value of the Non- utility Assets, as of the effective
time of the Merger, will not exceed 1% of SCW's total net assets.
Based upon the aforementioned facts and representations, and our
review and analysis of the current state of the law, it is our opinion that if
the Agreement is carried out in accordance with its terms:
(1) The Merger will constitute a reorganization within the
meaning of Section 368(a)(1) of the Internal Revenue Code of 1986, as amended
(the "Code"), and SCW, HoldingCo and MergeCo will each be a party to the
reorganization within the meaning of Section 368(b) of the Code;
(2) No gain or loss will be recognized by holders of SCW stock
who receive HoldingCo stock in exchange for the shares of SCW stock which they
hold;
(3) The holding period of HoldingCo stock received in exchange
for SCW stock will include the holding period of the SCW stock for which it is
exchanged, assuming that the shares of SCW stock are capital assets in the hands
of the holders thereof at the time of the Merger; and
(4) The tax basis of HoldingCo stock received by shareholders of
the Company pursuant to the Merger will be the same as the tax basis of the
shares of SCW stock exchanged therefor.
This opinion is based on current authorities and upon facts and
assumptions as of this date. It addresses only the classification of the Merger
as a reorganization under Section 368(a)(1) of the Code and the other federal
income tax consequences described in Paragraphs (1), (2), (3) and (4) above, and
does not address any other federal, state, local or foreign tax consequences
that may result from the Merger or any other transaction, related or otherwise.
It is subject to change in the event of a change in the applicable law or a
change in the interpretation of such law by the courts or by the Internal
Revenue Service. There can be no assurance that legislative or administrative
changes or court decisions will not be forthcoming that would significantly
modify this opinion. Any such changes may or may not be retroactive with respect
to transactions prior to the date of such changes. This opinion has no binding
effect or official status, and accordingly no assurance can be given that the
positions set forth herein will be sustained by a court, if contested. No ruling
will be obtained from the Internal Revenue Service with respect to the Merger.
We consent to the filing with the Securities Exchange Commission
of this letter as an exhibit to the Registration Statement of HoldingCo, and to
the references to us under the headings "Summary -- Certain Federal Income Tax
Consequences", "Item 1: Proposal to Form a Holding Company -- Conditions to the
Merger", and "Item 1: Proposal to Form a Holding Company -- Certain Federal
Income Tax Consequences" in the proxy statement/prospectus. In giving such
consent, we do not hereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act of 1933.
Respectfully submitted,
/s/ O'Melveny & Myers LLP
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘S-4’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 3/10/98 | | | | | | | None on these Dates |
| | 3/6/98 | | 1 |
| List all Filings |
↑Top
Filing Submission 0000950150-98-000332 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Tue., Apr. 30, 12:30:26.1pm ET 