Syratech Corp – ‘S-4/A’ on 3/11/97 – EX-8.1

As of:  Tuesday, 3/11/97   ·   Accession #:  950135-97-1171   ·   File #:  333-16917

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       Syratech Corporation Amendment No. 3                 206   1.21M 
 2: EX-5.1      Opinion of Paul, Weiss Re: Legality                    3     14K 
 3: EX-8.1      Opinion of Paul, Weiss Re: Tax Matters                 1     10K 
 4: EX-10.16    Settlement Agreement                                  83    222K 
 5: EX-10.18    Amended and Restated Line of Credit Agreement         27     86K 
 6: EX-10.19    Agreement Dated February 2, 1996                      34     72K 
 7: EX-10.20    Agreement Dated May 3, 1996                           98    312K 
 8: EX-10.21    License Agreement Dated July 12, 1996                 83    264K 
 9: EX-10.22    Agreement Dated October 16, 1996                      11     36K 
10: EX-23.2     Consent of Deloitte & Touche LLP                       1      8K 
11: EX-23.3     Consent of Coopers & Lybrand L.L.P.                    1      8K 
12: EX-23.4     Consent of Merrill Lynch & Co.                         1      9K 
13: EX-99.3     Form of Proxy                                          2     12K 
14: EX-99.4     Form of Non-Cash Election                              9     39K 

EX-8.1   —   Opinion of Paul, Weiss Re: Tax Matters

EX-8.1
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 

PAUL, WEISS, RIFKIND, WHARTON & GARRISON  
1285 Avenue of the Americas 
New York, New York 10019-6064 

March 11, 1997

Syratech Corporation                                                            
175 McClellan Highway                                                           
East Boston, Massachusetts 02128                                                

Dear Sirs:                                                                      

 We have acted as special tax counsel to Syratech Corporation (the
"Company") in connection with the preparation and filing of the Proxy           
Statement/Prospectus (the "Proxy Statement") with the Securities and Exchange   
Commission pursuant to the Securities Exchange Act of 1934, and the Securities  
Act of 1933, each as amended, in respect of the Restated Agreement and Plan of  
Merger, dated as of November 27, 1996, effective as of October 23, 1996, as     
amended on February 14, 1997, between the Company and THL Transaction I Corp.   
(collectively, the "Merger Agreement"). In this connection, we hereby confirm   
that the discussion set forth in the Proxy Statement under the caption "THE     
MERGER - Federal Income Tax Considerations" accurately describes the material   
United States federal income tax considerations generally applicable to the     
merger provided for in the Merger Agreement.                                    

   We hereby consent to the filing of this letter as an Exhibit to the
Proxy Statement.                                                                

    This opinion is rendered as of the date hereof based on the facts in
existence on the date hereof, and we undertake no, and hereby disclaim any,     
obligation to advise you of any changes, or any new developments, whether       
material or not material, which may be brought to our attention at a later      
date.                                                                           

      We do not express any opinion herein concerning any law other than the
federal law of the United States.                                               

                                   Very truly yours,

                                    /s/ PAUL, WEISS, RIFKIND, WHARTON & GARRISON

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-4/A’ Filing		Date		Other Filings
Filed on:		3/11/97		PRE13E3/A,  SC 13D/A
		2/14/97		SC 13G/A
		11/27/96		PRE13E3,  S-4
		10/23/96		8-K
				List all Filings