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EXHIBIT 8.1
US TAX OPINION
[JENKENS & GILCHRIST LETTERHEAD]
WRITER'S DIRECT DIAL NUMBER
William P. Bowers
(214) 855-4340
July 13, 1998
Optima Petroleum Corporation
595 Howe Street, Suite 600
Vancouver, B.C. V6C 2T5
Ladies and Gentlemen:
We have acted as counsel to Optima Petroleum Corporation, a corporation
constituted under the Canada Business Corporation Act (the "Company"), in
connection with the domestication of the Company into Delaware, as described in
the Form S-4 registration statement filed with the Securities and Exchange
Commission (the "Commission") on July 13, 1998 (as thereafter amended from time
to time and together with all exhibits thereto, the "Registration Statement").
Except as otherwise indicated, capitalized terms used herein shall have the
meanings assigned to them in the Registration Statement.
Set forth below are our opinions and the assumptions and documents upon
which we have relied in rendering our opinions.
A. Documents Reviewed
In connection with the opinions rendered below, we have reviewed and
relied upon the following documents:
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1. the Registration Statement,
2. the Merger Agreement,
3. the Certificate of the Company attached hereto as
Exhibit "A", and
4. such other documents as we have deemed necessary or
appropriate for purposes of this opinion.
B. Assumptions
In connection with the opinions rendered below, we have assumed:
1. that all signatures on all documents submitted to us are
genuine, that all documents submitted to us as originals are authentic, that all
documents submitted to us as copies are accurate, that all information submitted
to us is accurate and complete, and that all persons executing and delivering
originals or copies of documents examined by us are competent to execute and/or
deliver such documents.
2. that the Continuation, Merger Transaction and the other
transactions specified in the Registration Statement to be effected on or prior
to the Closing Date will be consummated as contemplated in the Registration
Statement and without waiver of any material provision thereof.
3. that the assets used to pay expenses, assets used to pay
dissenters to the Continuation, and all redemptions and distributions (except
for regular, normal dividends) made by Company immediately preceding the
Continuation will, in the aggregate, constitute less than one percent of the net
assets of Company;
4. that the Company's aggregate adjusted tax basis in the
Continuing Stock deemed received by the Company will not exceed the fair market
value of such stock at the Effective Time of the Continuation by an amount
greater than ten percent of the Company's aggregate adjusted tax basis in the
Continuing Stock deemed received by the Company.
C. Opinions
Based solely upon the documents and assumptions set forth above, and
conditioned upon the initial and continuing accuracy of the factual
representations set forth in the Certificate as of the date hereof and as of the
date of the effective times of the Continuation, it is our opinion that:
(a) the Continuation will be a reorganization within the
meaning of section 368(a)(1)(F) of the Code; and
(b) the descriptions of the law and the legal conclusions
contained in the Registration Statement under the caption "United States Federal
Income Tax Consequences-General" and "United States Federal Income Tax
Consequences of the Continuation" as they relate to the Continuation are correct
in all material respects and that the discussion thereunder fairly summarizes
the United States federal income tax consequences of the Continuation that are
likely to be material to the Company and the U.S. Holders and Non-U.S. Holders
of the Company.
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D. Limitations
1. Except as otherwise indicated, the opinions contained in
this letter are based upon the Code and its legislative
history, the Treasury regulations promulgated thereunder (the
"Regulations"), judicial decisions, and current administrative
rulings and practices of the Internal Revenue Service, all as
in effect on the date of this letter. These authorities may be
amended or revoked at any time. Any such changes may or may
not be retroactive with respect to transactions entered into
or contemplated prior to the effective date thereof and could
significantly alter the conclusions reached in this letter.
There is no assurance that legislative, judicial, or
administrative changes will not occur in the future. We assume
no obligation to update or modify this letter to reflect any
developments that may occur after the date of this letter.
2. The opinions expressed herein represent counsel's best
legal judgment and are not binding upon the Internal Revenue
Service or the courts and are dependent upon the accuracy and
completeness of the documents we have reviewed under the
circumstances, the assumptions made and the factual
representations contained in the Certificate. To the extent
that any of the factual representations provided to us in the
Certificate is with respect to matters set forth in the Code
or the Regulations, we have reviewed with the individuals
making such factual representations the relevant portions of
the Code and the applicable Regulations and are reasonably
satisfied that such individuals understand such provisions and
are capable of making such factual representations. We have
made no independent investigation of the facts contained in
the documents and assumptions set forth above, the factual
representations set forth in the Certificate or the
Registration Statement. No facts have come to our attention,
however, that would cause us to question the accuracy and
completeness of such facts or documents in a material way. Any
material inaccuracy or incompleteness in these documents,
assumptions or factual representations (whether made by the
Company) could adversely affect the opinions stated herein.
3. We are expressing opinions only as to those matters
expressly set forth in Section C above. No opinion should be
inferred as to any other matters, including any other
transactions described in the Registration Statement. This
opinion does not address the various state, local or foreign
tax consequences that may result from the Continuation. In
addition, no opinion is expressed as to any federal income tax
consequence of the Continuation, except as specifically set
forth herein, and this opinion may not be relied upon except
with respect to the consequences specifically discussed
herein.
4. This opinion letter is issued for your benefit and the U.S.
Shareholders and Non-U.S. Shareholders of the Company and no
other person or entity may rely hereon without our express
written consent. This opinion letter may be filed as an
exhibit to the Registration Statement. Furthermore, we consent
to the reference to Jenkens & Gilchrist, a Professional
Corporation, under the captions "Legal Matters" and "United
States Federal Income Tax Consequences." In giving this
consent, we do not thereby admit that we are within 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 Commission promulgated thereunder.
Very truly yours,
JENKENS & GILCHRIST,
a Professional Corporation
By: "Patrick E. Mitchell"
Authorized Signatory
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