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 232 1.08M
Business-Combination Transaction
2: EX-3.1 Certificate of Formation of Nexstar Finance, 1 16K
L.L.C.
3: EX-3.2 Third Amended and Restated Limited Liability 4 23K
4: EX-3.3 Certificate of Incorporation of Nexstar Finance 4 27K
Inc.
5: EX-3.4 By-Laws of Nexstar Finance Inc. 12 59K
6: EX-4.1 Indenture Dated March 16, 2001 127 509K
7: EX-4.2 Registration Rights Agreement Dated March 16, 2001 20 95K
8: EX-5.1 Opinion of Kirkland & Ellis 3 24K
9: EX-8.1 Opinion of Kirkland & Ellis Re Federal Tax 2 21K
Consequences
10: EX-10.1 Purchase Agreement Dated March 13, 2001 44 172K
19: EX-10.10 Pledge and Security Agreement 50 226K
20: EX-10.11 Executive Employment Agreement - Sook 18 72K
21: EX-10.12 Amendment to Employment Agreement 1 18K
22: EX-10.13 Executive Employment Agreement - Lammers 14 60K
23: EX-10.14 Addendum to Employment Agreement - Lammers 2± 19K
24: EX-10.15 Executive Subscription Agreement - Lammers 8 38K
25: EX-10.16 Executive Employment Agreement - Green 14 59K
26: EX-10.17 Executive Subscription Agreement - Green 8 38K
27: EX-10.18 Executive Employment Agreement - Willingham 14 59K
28: EX-10.19 Executive Employment Agreement - Stolpe 14 59K
11: EX-10.2 Credit Agreement Dated January 12, 2001 - Nexstar 149 673K
12: EX-10.3 Credit Agreement Dated January 12, 2001 - Bastet 120 510K
13: EX-10.4 Guaranty of Nexstar Broadcasting Group, LLC 11 52K
14: EX-10.5 Guaranty of the Direct Subsidiaries of Nexstar 11 55K
15: EX-10.6 Guaranty of Nexstar Finance Holdings, Inc. 9 47K
16: EX-10.7 Subsidiary Guaranty 11 54K
17: EX-10.8 Bastet/Mission Guaranty of Nexstar Obligations 11 55K
18: EX-10.9 Security Agreement 64 240K
29: EX-12.1 Statement Re Computation of Earnings to Fixed Chgs 2± 20K
30: EX-21.1 Subsidiaries of the Registrant 1 15K
31: EX-23.1 Consent of Pricewaterhousecoopers LLP 4 21K
32: EX-23.2 Consent of Ernst & Young LLP 1 15K
33: EX-25.1 Statement of Eligibility of Trustee 11 46K
34: EX-99.1 Form of Letter of Transmittal 13 60K
35: EX-99.2 Form of Notice of Guaranteed Delivery 4 28K
36: EX-99.3 Form of Tender Instructions 2 19K
EX-8.1 — Opinion of Kirkland & Ellis Re Federal Tax Consequences
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EXHIBIT 8.1
[LETTERHEAD OF KIRKLAND & ELLIS]
To Call Writer Directly:
(212) 446-4800
June 11, 2000
Nexstar Finance, L.L.C.
Nexstar Finance, Inc.
200 Abington Executive Park
Suite 201
Clarks Summit, PA 18411
Re: Exchange Offer for $160,000,000 12% Senior Subordinated Notes due
2008 for up to $160,000,000 12% Series B Senior Subordinated
------------------------------------------------------------
Notes due 2008
--------------
Dear Ladies and Gentlemen:
We have acted as counsel to Nexstar Finance, L.L.C. and Nexstar
Finance, Inc. (together, the "Company") and each of the following entities who
have guaranteed the Old Notes and the Exchange Notes: Entertainment Realty
Corporation, Nexstar Broadcasting Group, Inc., Nexstar Broadcasting of Abilene,
L.L.C., Nexstar Broadcasting of Beaumont / Port Arthur, L.L.C., Nexstar
Broadcasting of Champaign, L.L.C., Nexstar Broadcasting of Erie, L.L.C., Nexstar
Broadcasting of Joplin, L.L.C., Nexstar Broadcasting of Louisiana, L.L.C.,
Nexstar Broadcasting of Midland-Odessa, L.L.C., Nexstar Broadcasting of The
Midwest, Inc., Nexstar Broadcasting of Northeastern Pennsylvania, L.L.C.,
Nexstar Broadcasting of Peoria, L.L.C., Nexstar Broadcasting of Rochester
L.L.C., Nexstar Broadcasting of Wichita Falls, L.L.C.; (together with the
Company, the "Registrants") in connection with the proposed offer (the "Exchange
Offer") to exchange an aggregate principle amount of up to $160,000,000 12%
Senior Subordinated Notes due 2008 (the "Old Notes") for up to $160,000,000 12%
Series B Senior Subordinated Notes due 2008 (the "Exchange Notes"), pursuant to
a Registration Statement on Form S-4 filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"). Such Registration Statement, as amended or supplemented, is
hereinafter referred to as the "Registration Statement."
You have requested our opinion as to certain United States federal
income tax consequences of the Exchange Offer. In preparing our opinion, we have
reviewed and relied upon the Registration Statement and such other documents as
we deemed necessary.
On the basis of the foregoing, it is our opinion that the exchange of
the Old Notes for the Exchange Notes pursuant to the Exchange Offer will not be
treated as an "exchange" for United States federal income tax purposes, because
the Exchange Notes will not be considered to differ materially in kind or extent
from the Old Notes. Rather, the Exchange Notes received by a holder will be
treated as a continuation of the Old Notes in the hands of that holder.
Nexstar Finance, L.L.C.
Nexstar Finance, Inc.
June 11, 2001
Page 2
Accordingly, there will be no federal income tax consequences to holders solely
as a result of the exchange of the Old Notes for Exchange Notes under the
Exchange Offer.
The opinion set forth above is based upon the applicable provisions of
the Internal Revenue Code of 1986, as amended, the Treasury Regulations
promulgated or proposed thereunder, current positions of the Internal Revenue
Service (the "IRS") contained in published revenue rulings, revenue procedures,
and announcements, existing judicial decisions and other applicable authorities.
No tax ruling has been sought from the IRS with respect to any of the matters
discussed herein. Unlike a ruling from the IRS, an opinion of counsel is not
binding on the IRS. Hence, no assurance can be given that the opinion stated in
this letter will not be successfully challenged by the IRS or that a court would
reach the same conclusion. We express no opinion concerning any tax consequences
of the Exchange Offer except as expressly set forth above.
We consent to the filing of this opinion as an exhibit to the
registration statement, to the reference to this firm and the inclusion of our
opinion in the section entitled "United Stated Federal Income Tax
Considerations" in the Registration Statement. In giving this consent, we do
not thereby admit that we are in 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 Securities and Exchange Commissions promulgated
thereunder.
Yours very truly,
KIRKLAND & ELLIS
2
Dates Referenced Herein
| Referenced-On Page |
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| This ‘S-4’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 6/13/01 | | | | | | | None on these Dates |
| | 6/11/01 | | 2 |
| | 6/11/00 | | 1 |
| List all Filings |
4 Subsequent Filings that Reference this Filing
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