Exhibit 8.1
The Law Offices of
J Hamilton McMenamy
Since 1969
8222 Douglas Avenue, Suite 850
Dallas, Texas 75225
214-706-0938
214-785-2843 Direct Fax
214-689-0330 Central Fax
hamilton@texaslawman.net
www.texaslawman.net
September 22, 2013
Hall Tees, Inc.
7405 Armstrong
Rowlett, Texas 75088
Ladies and Gentlemen:
We have acted as United States federal income tax counsel to Hall Tees, Inc., a company incorporated under the laws of the State of Nevada (the “Company”), in connection with its Agreement and Plan of Merger with Studio 82 Imports, Inc., a company incorporated under the laws of the British Virgin Islands, whereby under the Agreement, the Company will exchange 100% of its 7,755,400 outstanding common stock for the same number of newly issued shares of Studio 82 Imports, Inc. (the “Studio 82 Shares”).
The Company has requested that we render our opinion as to certain tax matters in connection with the Registration Statement on Form S-4 (the “Registration Statement”), relating to the registration by the Company of the Studio 82 Shares to be exchanged under the Agreement and Plan of Merger, filed by the Company as Annex C to Form S-4 on June 18, 2013 with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act and the rules and regulations of the Commission promulgated thereunder (the “Rules”). All capitalized terms used herein have their respective meanings set forth in the Registration Statement unless otherwise stated.
In connection with this opinion, we have examined the Registration Statement, the prospectus and such other documents, records, and instruments as we have deemed necessary or appropriate as a basis for our opinion. In addition, we have examined, and have relied as to matters of fact upon, originals, or duplicates or certified or conformed copies, of such records, agreements, documents and other instruments and such certificates or comparable documents of public officials and of officers and representatives of the Company and have made such other and further investigations, as we have deemed necessary or appropriate as a basis for the opinion hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies, and the authenticity of the originals of such latter documents. We have assumed that any documents will be executed by the parties in the forms provided to and reviewed by us. Our opinion is conditioned on, among other things, the initial and continuing accuracy of the facts, information, covenants and representations set forth in the above documents and the statements and representations made by representatives of the Company without regard to any qualifications therein.
In rendering our opinion, we have considered the current provisions of the Internal Revenue Code of 1986, as amended, Treasury Department regulations promulgated thereunder, judicial authorities, interpretive rulings of the Internal Revenue Service (the “IRS”) and such other authorities as we have considered relevant, all of which are subject to change or differing interpretations, possibly on a retroactive basis. A change in the authorities upon which our opinion is based could affect our conclusions. There can be no assurance, moreover, that the opinion expressed herein will be accepted by the IRS or, if challenged, by a court. Moreover, a change in the authorities or the accuracy or completeness of any of the information, documents, statements, representations, covenants or assumptions on which our opinion is based could affect our conclusions.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein and in the Registration Statement, the discussion set forth in the Registration Statement under the caption “United States Federal Income Tax Consequences,” insofar as it expresses conclusions as to the application of United States federal income tax law, is our opinion as to certain U.S. federal income tax consequences of exchanging common stock in the Company for the Studio 82 Shares pursuant to the Agreement and Plan of Merger, which is, in brief, that the exchange will be treated as a tax free exchange as to a United States taxpayer who is not subject to unusual Internal Revenue Code provisions.
We do not express any opinion herein concerning any law other than the federal tax law of the United States. We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement and to the references to our firm under the heading “Legal Matters” in the Registration Statement.
| Sincerely, | ||
| /s/ J Hamilton McMenamy | ||
| J Hamilton McMenamy |
