EXHIBIT 8
January 14, 1997
Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Goldman, Sachs & Co.
J.P. Morgan Securities Inc.
Morgan Stanley & Co. Incorporated
Paine Webber Incorporated
Prudential Securities Incorporated
Salomon Brothers Inc
Smith Barney Inc.
As Representatives of the Several Underwriters
c/o Merrill Lynch, Pierce, Fenner & Smith
Incorporated
World Financial Center
North Tower
New York, NY 10281
Re: McDonald's Corporation
7 1/2% Subordinated Deferrable Interest
Debentures Due 2037
Ladies and Gentlemen:
You have requested my opinion relating to certain material United States
federal income tax considerations relevant to certain persons who purchase
McDonald's Corporation 7 1/2% Subordinated Deferrable Interest Debentures Due
2037 (the ``Debentures'') upon their original issuance and who hold such
Debentures as capital assets (an ``Original Holder'').
Based upon the representations of the McDonald's Corporation financial
management, certain facts set forth in the Prospectus Supplement dated January
9, 1997 (the ``Prospectus Supplement''), the contents of other documents
related to the issuance of the Debentures and subject to the foregoing, the
statements set forth in the Prospectus Supplement under the heading " Certain
United States Federal Income Tax Considerations," insofar as they relate to
matters of law or legal conclusions with respect to the Federal law of the
United States, accurately reflect, constitute and are consistent with my legal
opinion with respect to the material United States federal income tax
considerations applicable to an Original Holder and as such are correct in all
material respects and are a fair and accurate summary of the material United
States federal income tax considerations concerning an investment by an
Original Holder in the Debentures.
My opinion is based on the Internal Revenue Code of 1986, as amended, Treasury
regulations thereunder and administrative and judicial interpretations
thereof, all as in effect on the date of this opinion, and all of which are
subject to change, possibly on a retroactive basis, or different
interpretations. It does not discuss all of the United States federal income
tax considerations that may be relevant to each Original Holder in light of
such holder's particular facts and circumstances and such opinion is not
intended to be applicable in all respects to all categories of investors. In
particular, my opinion does not address special classes of holders such as
banks, thrifts, real estate investment trusts, regulated investment companies,
insurance companies, dealers in securities or currencies, tax-exempt
investors, persons that have a functional currency other than the U.S. Dollar
or persons who hold the Debentures as part of an integrated transaction
(including a ``straddle'') consisting of the Debentures and one or more other
positions or as other than a capital asset. In addition, my opinion does not
address any state, local or foreign tax consequences to an Original Holder.
As indicated in the Prospectus Supplement, all holders of the Debentures
should consult their own tax advisors concerning the United States federal,
state, local and foreign tax consequences of the purchase, ownership and
disposition of the Debentures in light of their own particular circumstances.
I am furnishing this opinion to you solely for the purpose of providing an
opinion that may be used, circulated, quoted or otherwise referred to by you
only as part of the filing of the above-referenced Prospectus Supplement with
the United States Securities and Exchange Commission, and my opinion is not to
be relied upon or used for any other purpose without my prior written consent.
I am aware that I am named in the Prospectus Supplement as Federal Tax Counsel
to McDonald's Corporation and hereby consent to such use of my name and the
filing of this opinion with the Securities and Exchange Commission. By giving
such consent, I do not admit that I am an "expert" within the meaning of the
Securities Act of 1933 or the rules and regulations of the Commission issued
thereunder with respect to any part of the Prospectus Supplement.
This opinion is rendered on the date hereof and I have no continuing
obligation hereunder to inform you of any changes of law subsequent to the
date hereof.
Very truly yours,
/s/ Paul J. Schaffhausen
--------------------------
Paul J. Schaffhausen
Assistant Vice President,
Federal Tax Counsel
McDonald's Corporation