Exhibit 8.1
Smith, Anderson, Blount, Dorsett, Mitchell
& Jernigan, LLP
2500 First Union Capitol Center
Raleigh, North Carolina 27601
June 25, 1998
GoodMark Foods, Inc.
6131 Falls of the Neuse Road
Raleigh, North Carolina 27609
Agreement and Plan of Merger among ConAgra, Inc., CAG 40, Inc.
and GoodMark Foods, Inc.
Gentlemen:
We have acted as counsel to GoodMark Foods, Inc. ("GoodMark"), a North
Carolina corporation, in connection with the proposed merger (the "Merger") of
CAG 40, Inc. ("CAG"), a North Carolina corporation wholly owned by ConAgra, Inc.
("ConAgra"), a Delaware corporation, with and into GoodMark pursuant to the
terms of the Agreement and Plan of Merger dated as of June 17, 1998 (the "Merger
Agreement") by and among ConAgra, GoodMark, and CAG. This opinion is being
rendered pursuant to Section 7.3(c) of the Merger Agreement. All capitalized
terms, unless otherwise specified, have the meaning assigned to them in the
Merger Agreement.
In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
the Merger Agreement, the Registration Statement and such other documents as we
have deemed necessary or appropriate in order to enable us to render the opinion
expressed below. In our examination, we have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, conformed or photostatic copies and
the authenticity of the originals of such copies.
In rendering the opinion set forth below, we have relied, with your
permission, upon certain written factual representations of ConAgra and GoodMark
dated as of the date of this letter. We have assumed that any representation or
statement made in connection with such representations that is made "to the best
of knowledge" or similarly qualified is correct without such qualification. We
have also assumed that when a person or entity making a representation has
represented that such person or entity either is not a party to or does not
have, or is not aware of, any plan or intention, understanding or agreement as
to a particular matter, that there is in fact no such plan, intention,
understanding or agreement. We have also assumed that all such written
representations will be true as of the Effective Time.
In rendering our opinion, we have considered the applicable provisions
of the Code, the Treasury Regulations, pertinent judicial authorities,
interpretive rulings of the Internal Revenue Service and such other authorities
as we have considered relevant.
Based upon and subject to the foregoing, we are of the opinion that (i)
the Merger will constitute a tax-free reorganization under Section 368(a) of the
code; (ii) ConAgra, CAG and GoodMark will each be a party to the reorganization
within the meaning of Section 368(b) of the Code; and (iii) the summary of
"Certain U.S. Federal Income Tax Considerations" set forth in the Registration
Statement filed by ConAgra with the Securities and Exchange Commission is
accurate, subject to the assumptions, conditions and limitations set forth
therein.
Our opinion expressed in this letter is based on current law and upon
facts and assumptions as of the date of this letter. Our opinion is subject to
change in the event of a change in the applicable law, a change in the
interpretation of the applicable law by the courts or by the Internal Revenue
Service or a change in any of the facts or assumptions upon which the opinion is
based. There is no assurance that legislative, regulatory, administrative or
judicial developments may not be forthcoming which would significantly modify
the statements or opinion expressed in this letter. Any such developments may or
may not be retroactive. This opinion represents our best legal judgment but has
no binding effect or official status of any kind. As a result, no assurance can
be given that the opinion expressed in this letter will be sustained by a court
if contested. No ruling will be obtained from the Internal Revenue Service with
respect to the Merger.
Except as set forth above, we express no opinion as to the tax
consequences to any party, whether Federal, state, local or foreign, of the
Merger or of any transactions related to the Merger or contemplated by the
Merger Agreement. This opinion is being furnished only to you in connection with
the Merger and solely for your benefit in connection therewith and may not be
used or relied upon for any other purpose and may not be circulated, quoted or
otherwise referred to for any other purpose without our express written consent.
We hereby acknowledge and consent to ConAgra's filing of this opinion as an
exhibit to the Registration Statement with the Securities and Exchange
Commission.
Very truly yours,
SMITH, ANDERSON, BLOUNT, DORSETT,
MITCHELL & JERNIGAN, L.L.P.
By: /s/ Henry A. Mitchell, Jr.