EXHIBIT 8.2
[FORM OF OPINION OF PARAGON'S COUNSEL TO BE RENDERED AS A CONDITION TO
CLOSING OF THE MERGER REGARDING QUALIFICATION OF MERGER AS A REORGANIZATION]
[Date]
Paragon Group, Inc.
7557 Rambler Road, Suite 1200
Dallas, Texas 75231
Sir/Madam:
We have acted as counsel to Paragon Group, Inc. (the "Company"), a
Maryland corporation, in connection with the execution and delivery of the
Agreement and Plan of Merger (the "Agreement") dated as of December 16, 1996, by
and among Camden Property Trust ("Camden"), a Texas real estate investment
trust, Camden Subsidiary, Inc. ("Camden Sub"), a Delaware corporation wholly
owned by Camden, and the Company. This opinion letter is being furnished to you,
pursuant to Section 6.3(e) of the Agreement, in connection with the Registration
on Form S-4, containing the Joint Proxy Statement/Prospectus of Camden and the
Company, filed with the Securities and Exchange Commission on January 14, 1997,
as amended through the date hereof (the "Proxy Statement/Prospectus"). Unless
otherwise defined herein or the context hereof otherwise requires, each term
used herein with initial capitalized letters has the meaning given to such term
in the Agreement.
In connection with the preparation of this opinion, we have examined
and with your consent relied upon (without any independent investigation or
review thereof) the following documents (including all exhibits and schedules
thereto): (1) the Agreement; (2) representations and certifications made to us
by Camden and Camden Sub; (3) representations and certifications made to us by
the Company; (4) an opinion of counsel, received by Camden from Liddell, Sapp,
Zivley, Hill & LaBoon, L.L.P. substantially identical in form and substance to
this opinion (the "Liddell Sapp Tax Opinion"); (5) the Proxy
Statement/Prospectus; (6) the Second Amended and Restated Agreement of Limited
Partnership of Paragon Group L.P., (7) the Form of the Third Amended and
Restated Agreement of Limited Partnership of Camden L.P., and (8) such other
instruments and documents related to the formation, organization and operation
of Camden, Camden Sub and the Company or to the consummation of the Merger and
the transactions contemplated thereby as we have deemed necessary or
appropriate.
In connection with rendering this opinion, we have assumed (and,
with your consent, are relying thereon, without any independent investigation or
review thereof) that:
1. All information contained in each of the documents we have
examined and relied upon in connection with the preparation of this opinion is
accurate, all copies are accurate, and all signatures are genuine. We have also
assumed that there has been (or will be by the Effective Time of the Merger) due
execution and delivery of all documents where due execution and delivery are
prerequisites to the effectiveness thereof.
2. The Merger will be effective and will qualify as a
statutory merger under applicable state law.
3. Camden Sub is a "qualified REIT subsidiary" as
defined in section 856(i) of the Code.
4. Since the date of its organization, Camden has qualified,
and through the Effective Time of the Merger, will continue to qualify, as a
real estate investment trust pursuant to Sections 856 through 860 of the Code.
5. There does not exist any plan or intention on the part of
the Company Shareholders to engage in a sale, exchange, transfer, distribution
(including a distribution by a partnership to its partners or by a corporation
to its shareholders), redemption or reduction in any way of the Company
Shareholders' risk of ownership by short sale or otherwise, or other
disposition, directly or indirectly (collectively, a "Sale") with respect to
shares of Camden Common Stock to be received by the Company Shareholders in the
Merger such that the aggregate fair market value, as of the Effective Time of
the Merger, of the shares of Camden Common Stock subject to such Sales would
exceed fifty percent (50%) of the aggregate fair market value of all outstanding
shares of Company capital stock immediately prior to the Merger.
6. To the extent any expenses relating to the Merger
(or the "plan of reorganization" within the meaning of Treas. Reg.
ss. 1.368-1(c) with respect to the Merger) are funded directly or indirectly bY
a party other than the party incurring such expenses, such expenses will be
within the guidelines established in Revenue Ruling 73-54, 1973-1 C.B. 187.
7. No outstanding indebtedness of Camden, Camden Sub or the
Company has or will represent equity for tax purposes; no outstanding equity of
Camden, Camden Sub or the Company has represented or will represent indebtedness
for tax purposes.
8. Any representation or statement made "to the best of
the knowledge" or similarly qualified is correct without such qualification.
9. The Liddell Sapp Tax Opinion has been concurrently
delivered and not withdrawn.
10. The Merger will be consummated in accordance with the
Agreement and as described in the Proxy Statement/Prospectus (including
satisfaction of all covenants and conditions to the obligations of the parties
without amendment or waiver thereof); each of Camden and the Company will comply
with all reporting obligations with respect to the Merger required under the
Code, and the Treasury Regulations thereunder; and the Agreement and all other
documents and instruments referred to therein or in the Proxy
Statement/Prospectus are valid and binding in accordance with their terms.
Based upon and subject to the foregoing, it is our opinion that the
Merger will qualify as a reorganization under the provisions of section 368(a)
of the Code. In addition to the assumptions set forth above, this opinion is
subject to the exceptions, limitations and qualifications set forth below:
1. This opinion represents and is based upon our best judgment
regarding the application of relevant current provisions of the Code and
interpretations of the foregoing as expressed in existing judicial decisions,
administrative regulations and published rulings and procedures. Our opinion is
not binding upon the Internal Revenue Service or the courts, and the Internal
Revenue Service is not precluded from asserting a contrary position.
Furthermore, no assurance can be given that future legislative, judicial or
administrative changes, on either a prospective or retroactive basis, would not
adversely affect the accuracy of the opinion expressed herein. Nevertheless, we
undertake no responsibility to advise you of any new developments in the
application or interpretation of the federal income tax laws.
2. This opinion addresses only the specific tax opinions set forth
above, and does not address any other federal, state, local or foreign tax
consequences that may result from the Merger or any other transaction (including
any transaction undertaken in connection with the Merger). In particular, we
express no opinion regarding, among other things:
(i) whether and the extent to which any Company stockholder who has
provided or will provide services to the Company or Camden will have
compensation income under any provision of the Code and the effects of such
compensation income, including but not limited to the effect upon the basis and
holding period of the Camden Common Stock received by any such stockholder in
the Merger;
(ii) the potential application of the "golden parachute" provisions
(sections 280G, 3121(v)(2) and 4999) of the Code, the alternative minimum tax
provisions (sections 55, 56 and 57) of the Code or sections 305, 306, 357, and
708 of the Code, or the Regulations promulgated thereunder;
(iii) the tax consequences of the Merger to Camden, Camden Sub or
Paragon, including without limitation recognition of any gain after application
of any provision of the Code, as well as the Treasury Regulations promulgated
thereunder and judicial interpretations thereof;
(iv) the basis of any equity interest in Camden acquired by
Camden Sub in the Merger; and
(v) the tax consequences of the Merger (including the opinion set
forth above) as applied to specific stockholders of the Company and/or holders
of options or warrants for Common Stock or that may be relevant to particular
classes of stockholders of the Company and/or holders of options or warrants for
Common Stock, including but not limited to dealers in securities, corporate
shareholders subject to the alternative minimum tax, foreign persons, and
holders of shares acquired upon exercise of stock options or in other
compensatory transactions.
3. No opinion is expressed as to any transaction other than the
Merger as described in the Agreement and the Proxy Statement/Prospectus or to
any transaction whatsoever, including the Merger, if all the transactions
described in the Agreement and the Proxy Statement/Prospectus are not
consummated in accordance with the terms of such Agreement and the Proxy
Statement/Prospectus and without waiver or breach of any material provision
thereof or if all of the representations, warranties, statements and assumptions
upon which we relied are not true and accurate at all relevant times. In the
event any one of the statements, representations, warranties or assumptions upon
which we have relied to issue this opinion is incorrect, our opinion might be
adversely affected and may not be relied upon. No ruling has been filed (or will
be sought) from the Internal Revenue Service by Camden or the Company as to any
of the federal income tax consequences addressed in this opinion.
4. This opinion is intended solely for the purposes set forth in
Section 6.3(e) of the Agreement; it may not be relied upon for any other purpose
or by any other person or entity, and may not be made available to any other
person or entity without our prior written consent.
We hereby consent to the filing of this opinion letter as Exhibit
8.2 to the Proxy Statement/Prospectus and to the reference to this firm under
the captions "Legal Opinions" and "Federal Income Tax Considerations" in the
Proxy Statement/Prospectus. In giving the consent, we do not thereby admit that
we are an "expert" within the meaning of the Securities Act of 1933, as amended.
Sincerely yours,
Hogan & Hartson L.L.P.