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[FENWICK & WEST LETTERHEAD] EXHIBIT 8.02
November 4, 1999
Intuit, Inc.
2550 Garcia Ave.
Mountain View, California 94043
Attention: Board of Directors
Re: EXHIBIT TAX OPINION RENDERED IN CONNECTION WITH THE FILING OF
AN S-4 REGISTRATION STATEMENT IN CONNECTION WITH THE MERGER
TRANSACTION BETWEEN AND AMONG INTUIT, INC., MERGER SUB 2, INC.,
AND TITLE SOURCE, INC.
Ladies and Gentlemen:
We have been requested to render this opinion concerning certain matters
of U.S. federal income tax law in connection with the proposed merger (the
"MERGER") involving Title Source, Inc., a corporation organized and existing
under the laws of the State of Michigan ("TITLE") and Merger Sub 2, Inc., a
corporation organized and existing under the laws of State of Michigan ("MERGER
SUB 2"), which is a wholly owned first tier subsidiary of Intuit, Inc., a
corporation organized and existing under the laws of the State of Delaware
("PARENT"). The Merger is further described in and is in accordance with the
Securities and Exchange Commission Form S-4 Registration Statement to be filed
on November 5, 1999, and related Exhibits thereto, (the "S-4 REGISTRATION
STATEMENT"). Our opinion has been requested solely in connection with the filing
of the S-4 Registration Statement with the Securities and Exchange Commission
with respect to the Merger.
The Merger is structured as a statutory merger of Merger Sub 2 with and
into Title, with Title surviving the merger and becoming a wholly-owned
subsidiary of Parent, all pursuant to the applicable corporate laws of the State
of Michigan, the State of Delaware, and in accordance with the Agreement and
Plan of Merger by and among Merger Sub 2, Parent, and Title, dated as of October
6, 1999, and exhibits thereto (collectively, the "MERGER AGREEMENT"). Except as
otherwise indicated, capitalized terms used herein have the meanings set forth
in the Merger Agreement. All section references, unless otherwise indicated, are
to the Internal Revenue Code of 1986, as amended (the "CODE").
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We have acted as legal counsel to Parent and Merger Sub 2 in connection
with the Merger. As such, and for the purpose of rendering this opinion, we have
examined and are relying upon (without any independent investigation or review
thereof) the truth and accuracy, at all relevant times, of the statements,
covenants, representations and warranties contained in the following documents
(including all schedules and exhibits thereto), among others:
1. The Merger Agreement;
2. A Tax Matters Certificate of Parent and Merger Sub 2 dated November
4, 1999, signed by an authorized officer of each of Parent and Merger Sub 2 and
delivered to us from Parent and Merger Sub 2, and incorporated herein in its
entirety by reference (a copy of which is attached hereto as Exhibit A); and
3. A Tax Matters Certificate of Title dated November 4, 1999, signed by
an authorized officer of Title and delivered to us from Title, and incorporated
herein in its entirety by reference (a copy of which is attached hereto as
Exhibit B).
In connection with rendering this opinion, we have assumed or obtained
representations and are relying thereon (without any independent investigation
or review thereof) that:
a. Original documents (including signatures thereto) are authentic,
documents submitted to us as copies conform to the original documents, and that
all such documents have been (or will be by the Effective Time of the Merger)
duly executed and delivered where due execution and delivery are prerequisites
to the effectiveness thereof;
b. Any representation or statement made "to the best of knowledge"
or otherwise similarly qualified is correct without such qualification, and all
statements and representations, whether or not qualified, are true and will
remain true through the Effective Date, and thereafter where relevant;
c. All statements, descriptions and representations contained in any
of the documents referred to herein or otherwise made to us are true and correct
in all material respects and no actions have been (or will be) taken which are
inconsistent with such representations;
d. All covenants contained in the Merger Agreement (including
exhibits thereto) are performed without waiver or breach of any material
provision thereof;
e. The Merger will be consummated pursuant to the Merger Agreement
and will be effective under the laws of the States of Michigan and Delaware;
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f. At all relevant times prior to and including the Effective Date,
(i) no outstanding indebtedness of Parent, Merger Sub 2, or Title has
represented or will represent equity for tax purposes; (ii) no outstanding
equity of Parent, Merger Sub 2 or Title has represented or will represent
indebtedness for tax purposes; (iii) no outstanding security, instrument,
agreement or arrangement that provides for, contains, or represents either a
right to acquire Title capital stock or to share in the appreciation thereof
constitutes or will constitute "stock" for purposes of Section 368(c) of the
Code; and
g. Title and Merger Sub 2 will report the Merger on their respective
U.S. federal income tax returns in a manner consistent with the opinion set
forth below, and will comply with all reporting obligations set forth in the
Code and the Treasury Regulations promulgated thereunder.
In addition to the above, our opinion is conditioned on the delivery of
an opinion of counsel to Merger Sub 2 from Honigman Miller Schwartz and Cohn
rendered in connection with the filing of the S-4 Registration Statement and
that such opinion will not have been withdrawn prior to the Effective Date.
Based on the foregoing documents, materials, assumptions and
information, and subject to the qualifications and assumptions set forth herein,
we are of the opinion that, if the Merger is consummated in accordance with the
provisions of the Merger Agreement (and without any waiver, breach or amendment
of any of the provisions thereof), the Merger will be a "reorganization" for
U.S. federal income tax purposes within the meaning of Section 368(a) of the
Code and Parent, Merger Sub 2 and Title each will be a "party to the
reorganization" within the meaning of Section 368(b) of the Code.
Our opinions set forth above are based on the existing provisions of
the Code, Treasury Regulations (including Temporary Treasury Regulations)
promulgated under the Code, published Revenue Rulings, Revenue Procedures and
other announcements of the Internal Revenue Service (the "SERVICE") and existing
court decisions, any of which could be changed at any time. Any such changes
might be retroactive with respect to transactions entered into prior to the date
of such changes and could significantly modify the opinions set forth above.
Nevertheless, we undertake no responsibility to advise you of any subsequent
developments in the application, operation or interpretation of the U.S. federal
income tax laws.
Our opinion concerning certain of the U.S. federal income tax
consequences of the Merger are limited to the specific U.S. federal income tax
consequences presented above. No opinion is expressed as to any transaction
other than the Merger, including any transaction undertaken in connection with
the Merger. In addition, this opinion does not address any estate, gift, state,
local or foreign tax consequences that may result from the Merger. In
particular, we express no opinion regarding: (i) the amount, existence, or
availability after the Merger, of any of the U.S. federal income tax attributes
of Merger Sub 2, Parent, or Title; (ii) any transaction in which Title Common
Stock is acquired or Parent Common Stock is disposed other than pursuant
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to the Merger; (iii) the potential application of the "disqualifying
disposition" rules of Section 421 of the Code to dispositions of Title Common
Stock; (iv) the effects of the Merger and Parent's assumption of outstanding
options to acquire Title stock on the holders of such options under any Title
employee stock option or stock purchase plan, respectively; (v) the effects of
the Merger on any Title stock acquired by the holder subject to the provision of
Section 83(a) of the Code; (vi) the effects of the Merger on any payment which
is or may be subject to the provisions of Section 280G of the Code; (vii) the
application of the collapsible corporation provisions of Section 341 of the Code
to Merger Sub 2, Parent, or Title as a result of the Merger; (viii) the
application of the alternative minimum tax provisions contained in the Code; and
(ix) any special tax consequences applicable to insurance companies, securities
dealers, financial institutions, tax-exempt organizations or foreign persons.
No ruling has been or will be requested from the Service concerning the
U.S. federal income tax consequences of the Merger. In reviewing this opinion,
you should be aware that the opinion set forth above represents our conclusions
regarding the application of existing U.S. federal income tax law to the instant
transaction. If the facts vary from those relied upon (including if any
representations, covenant, warranty or assumption upon which we have relied is
inaccurate, incomplete, breached or ineffective), our opinions contained herein
could be inapplicable. You should be aware that an opinion of counsel represents
only counsel's best legal judgment, and has no binding effect or official status
of any kind, and that no assurance can be given that contrary positions may not
be taken by the Service or that a court considering the issues would not hold
otherwise.
This opinion is being delivered solely for the purpose of being
included as an exhibit to the S-4 Registration Statement; it may not be used or
relied upon or utilized for any other purpose (including, without limitation,
satisfying any conditions in the Merger Agreement) 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 do, however, consent to the use of this opinion as an
exhibit to the S-4 Registration Statement and to the use of our name in the S-4
Registration Statement wherever it appears.
Very truly yours,
/s/ FENWICK & WEST LLP
-----------------------------------------
FENWICK & WEST LLP
A LIMITED LIABILITY PARTNERSHIP INCLUDING
PROFESSIONAL CORPORATIONS
Attachments
Exhibit A - Tax Matters Certificate of Parent and Merger Sub 2 dated
November 4, 1999. Exhibit B - Tax Matters Certificate of Title dated
November 4, 1999.
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Exhibit A
TAX MATTERS CERTIFICATE
November 4, 1999
Honigman Miller Schwartz and Cohn
2290 First National Bldg.
Detroit, MI 48226
Fenwick & West, LLP
Two Palo Alto Square, Suite 800
Palo Alto, California 94306
RE: INTUIT, INC. TAX REPRESENTATIONS IN CONNECTION WITH THE AGREEMENT
AND PLAN OF MERGER MADE AND ENTERED INTO AS OF OCTOBER 6, 1999
AMONG INTUIT, INC., MERGER SUB 2, AND TITLE SOURCE, INC.
Ladies and Gentlemen:
This certificate is delivered to you in connection with your
rendering of an opinion regarding certain United States federal income tax
consequences of the merger of Merger Sub 2, a Michigan corporation ("Merger Sub
2") and wholly owned subsidiary of Intuit, Inc., a Delaware corporation
("Parent"), with and into Title Source, Inc., a Michigan corporation ("Title"),
pursuant to the Agreement and Plan of Merger (the "Merger Agreement") made and
entered into as of October 6, 1999 among Parent, Merger Sub 2, and Title, and
for purposes of the opinions so to be delivered by you. Capitalized terms not
defined herein shall have the meanings specified in the Merger Agreement.
A. Statements and Representations. The undersigned hereby
certifies and represents on behalf of Parent and Merger Sub 2 and as to Parent
and Merger Sub 2, after due inquiry and investigation, that the following
statements and representations are true, correct and complete in all respects at
the date hereof and through the Effective Time, and thereafter where relevant.
1. The Merger will be consummated in accordance with the Merger
Agreement.
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2. Neither Parent nor Merger Sub 2 (nor any other subsidiary of
Parent) has acquired or, except as a result of the Merger, will acquire, or has
owned in the past five years, any shares of stock of Title or other securities,
warrants or instruments giving the holder thereof the right to acquire Title
stock or other securities issued by Title.
3. The fair market value of the Parent Common Stock and other
consideration received by each Title stockholder will be approximately equal to
the fair market value of Title stock surrendered in the exchange. In connection
with the Merger, no Title stockholders will receive in exchange for Title stock,
directly or indirectly, any consideration from Parent other than Parent Common
Stock and cash in lieu of a fractional share thereof.
4. Immediately after the Merger, Title will hold (i) at least
90 percent of the fair market value of the net assets and at least 70 percent of
the fair market value of the gross assets that were held by Title immediately
prior to the Merger and (ii) at least 90 percent of the fair market value of the
net assets and at least 70 percent of the fair market value of the gross assets
that were held by Merger Sub 2 immediately prior to the Merger. For purposes of
this representation, amounts paid by Title to dissenters, amounts paid by Title
to Title stockholders who receive cash or other property, assets used by Title
to pay its reorganization expenses, and all redemptions and distributions
(except for regular, normal dividends made in the ordinary course of business),
will be treated as assets held by Title immediately prior to the Effective Time.
5. Neither Parent, nor any person related to Parent within the
meaning of Treasury Regulation sections 1.368-1(e)(3) (providing the definition
of "related person"), 1.368-1(e)(4) (relating to acquisitions by partnerships)
and 1.368-1(e)(5) (relating to successors and predecessors), has acquired any
shares of Title stock in contemplation of the Merger, or otherwise as part of a
plan of which the Merger is a part, and neither Parent nor any such related
person has any plan or intention to purchase, redeem, or otherwise reacquire any
of the Parent stock issued pursuant to the Merger Agreement following the
Merger, provided that Parent may from time to time engage in open-market
purchases of Parent stock pursuant to a general stock repurchase program of
Parent that has not been created or modified in connection with the Merger.
6. Prior to the Merger, Parent will own all of the capital stock
of Merger Sub 2 and be in control of Merger Sub 2 within the meaning of section
368(c) of the Internal Revenue Code of 1986, as amended (the "Code").
7. Except for transfers described in section 368(a)(2)(C) of the
Code or Treasury Regulation section 1.368-2(k)(2) (allowing the surviving
corporation to transfer stock or assets to a controlled corporation) , if any,
Parent has no plan or intention to cause Title, after
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the Effective Time, to issue additional shares of stock that would result in
Parent losing control of Title within the meaning of section 368(c) of the Code.
8. Parent has no plan or intention to (i) liquidate Title; (ii)
to merge Title with or into another corporation; (iii) to sell or otherwise
dispose of the stock of Title except for transfers described in section
368(a)(2)(C) of the Code or Treasury Regulation section 1.368-2(k); or (iv) to
cause Title to sell or otherwise dispose of any of its assets or any of the
assets acquired from Merger Sub 2, except for dispositions made in the ordinary
course of business or transfers of assets to a corporation controlled by Title.
9. Merger Sub 2 is a corporation newly formed for the purpose of
participating in the Merger and at no time prior to the Effective Time has it
conducted any business activities or had significant assets.
10. Merger Sub 2 will have no liabilities assumed by Title, and
will not transfer to Title any assets subject to liabilities, in the Merger.
11. No liabilities of Title or Title stockholders will be assumed
by Parent in the Merger.
12. Following the Merger, Parent will cause Title to continue to
conduct a significant portion of its "historic business" or use a "significant
portion" of its "historic business" assets in a business, as such terms are
described in Treasury Regulation section 1.368-1(d).
13. Parent, Merger Sub 2, Title, and the stockholders of Title
will pay their respective expenses, if any, incurred in connection with the
Merger. Any expenses of Title paid by Parent are expenses described in Rev. Rul.
73-54, 1973-1 C.B. 187.
14. There is no intercorporate indebtedness existing between
Parent and Title or between Merger Sub 2 and Title that was issued, acquired, or
will be settled at a discount.
15. In the Merger, shares of Title stock representing control of
Title, as defined in section 368(c) of the Code, will be exchanged solely for
"voting stock" (within the meaning of sections 368(a)(1)(C) and (2)(E) of the
Code) of Parent. For purposes of this representation, shares of Title stock
exchanged for cash or other property furnished directly or indirectly by Parent
or any person related to Parent within the meaning of Treasury Regulation
sections 1.368-1(e)(3), (e)(4) and (e)(5) will be treated as Title stock which
is outstanding at the date of the transaction and which is acquired other than
for voting stock of the Parent.
16. Cash payments to be made to stockholders of Title in lieu of
fractional shares of Parent stock that would otherwise be issued to such
stockholders in the Merger will be made for the purpose of saving Parent the
expense and inconvenience of issuing and transferring fractional shares of
Parent stock, and do not represent separately bargained for consideration. The
total cash consideration that will be paid in the Merger to stockholders of
Title in lieu of
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fractional shares of Parent stock will not exceed one percent of the total
consideration that will be issued in the Merger to stockholders of Title in
exchange for their shares of Title stock. The fractional share interest of each
stockholder of Title will be aggregated, and no stockholder of Title will
receive cash in lieu of fractional shares in an amount equal to or greater than
the value of one full share of Parent Common Stock.
17. Neither Parent nor Merger Sub 2 are investment companies, as
defined in sections 368(a)(2)(F)(iii) and (iv) of the Code.
18. None of the compensation to be received by any
shareholder-employees of Title and designated as compensation will be separate
consideration for, or allocable to, any of their Title stock. None of the Parent
stock to be received by any shareholder-employees of Title pursuant to the
Merger will be separate consideration for, or allocable to, any employment
agreement. The compensation to be paid to any shareholder-employees of Title
will be for services actually rendered and will be commensurate with amounts
paid to third parties bargaining at arm's-length for similar services.
19. The terms of the Merger Agreement and all other agreements
entered into in connection therewith are the product of arm's-length
negotiations.
20. The Merger is being undertaken for purposes of enhancing the
business of Parent and for other good and valid business purposes of Parent.
21. Title stock will be surrendered in the Merger for Parent
Common Stock (and cash in lieu of fractional shares) pursuant to the exchange
ratio set forth in the Merger Agreement, which was the product of an
arm's-length agreement between Parent and Title as to the relative fair market
values of the Merger Consideration and Title Common Stock.
22. Neither Parent nor Merger Sub 2 will take any position on any
federal, state or local income or franchise tax return, or take any other tax
reporting position, that is inconsistent with the treatment of the Merger as a
reorganization within the meaning of section 368(a) of the Code, unless
otherwise required by a "determination" (as defined in section 1313(a)(1) of the
Code) or by applicable state or local tax law (and then only to the extent
required by such applicable state or local tax law).
23. Parent and Merger Sub 2 each hereby undertakes to inform each
of you and Title immediately should any of the foregoing statements or
representations become untrue, incorrect or incomplete in any respect at or
prior to the Effective Time.
24. The undersigned is authorized to make all of the
representations set forth herein.
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B. Reliance by You in Rendering the Opinion. The undersigned
recognizes and agrees that (i) your respective tax opinions will be based on,
among other things, the representations set forth herein and on the statements
contained in the Merger Agreement and documents related thereto, (ii) your
respective tax opinions will be subject to certain limitations and
qualifications including that they may not be relied upon if any such statements
or representations are not accurate in all respects and (iii) the undersigned
acknowledges that such opinions will not address any tax consequences of the
Merger or any action taken in connection therewith except as expressly set forth
in such opinions.
Very truly yours,
INTUIT, INC.
By: /s/ SONITA AHMED
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Name: Sonita Ahmed
Title: Vice President, Finance & Controller
Merger Sub 2, Inc.
By: /s/ MARK R. GOINES
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Name: Mark R. Goines
Title: President
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EXHIBIT B
TAX MATTERS CERTIFICATE
November 4, 1999
Honigman Miller Schwartz and Cohn
2290 First National Bldg.
Detroit, Michigan 48226
Fenwick & West, LLP
Two Palo Alto Square, Suite 800
Palo Alto, California 94306
Re: Title Source, Inc. Tax Representations in connection with the
Agreement and Plan of Merger made and entered into as of October 6,
1999 among Intuit, Inc., Merger Sub 2, and Title Source, Inc.
Ladies and Gentlemen:
This certificate is delivered to you in connection with your rendering of
an opinion regarding certain United States federal income tax consequences of
the merger of Merger Sub 2, a Michigan corporation ("Merger Sub 2") and wholly
owned subsidiary of Intuit, Inc., a Delaware corporation ("Parent"), with and
into Title Source, Inc., a Michigan corporation (the "Title"), pursuant to the
Agreement and Plan of Merger (the "Merger Agreement") made and entered into as
of October 6, 1999 among Parent, Merger Sub 2, and Title, and for purposes of
the opinions so to be delivered by you. Capitalized terms not defined herein
shall have the meanings specified in the Merger Agreement.
A. Statements and Representations. The undersigned hereby certifies and
represents on behalf of Title and as to Title, after due inquiry and
investigation, that the following statements and representations are true,
correct and complete in all respects at the date hereof and through the
Effective Time, and thereafter where relevant.
1. The Merger will be consummated in accordance with the Merger
Agreement.
2. Immediately after the Merger, Title will hold (i) at least 90
percent of the fair market value of the net assets and at least 70 percent of
the fair market value of the gross
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assets that were held by Title immediately prior to the Merger and (ii) at least
90 percent of the fair market value of the net assets and at least 70 percent of
the fair market value of the gross assets that were held by Merger Sub 2
immediately prior to the Merger. For purposes of this representation, amounts
paid by Title to dissenters, amounts paid by Title or to Title stockholders who
receive cash or other property, assets used by Title to pay its reorganization
expenses, and all redemptions and distributions made by Title (except for
regular, normal dividends made in the ordinary course of business), will be
treated as assets held by Title immediately prior to the Merger. To the best
knowledge of management of Title, Merger Sub 2 is a corporation newly formed for
the purpose of participating in the Merger and at no time prior to the Merger
has had assets (other than nominal assets contributed by Parent upon formation
of the Merger Sub 2, which will be held by Title following the Merger) or
business operations.
3. Title has no plan or intention to issue additional shares of its
stock that would result in Parent losing control of Title within the meaning of
section 368(c) of the Internal Revenue Code of 1986, as amended (the "Code").
4. No liabilities of Title will be assumed by Parent in the Merger.
5. Following the Merger, Title will continue to conduct a
significant portion of its "historic business" or use a "significant portion" of
its "historic business" assets in a business, as such terms are described in
Treasury Regulation section 1.368-1(d).
6. Except as otherwise specifically set forth in the Merger
Agreement, each of Title and the Title stockholders has paid and will pay their
respective expenses, if any, incurred in connection with the Merger, and Title
has not agreed to assume, nor will it directly or indirectly assume, any expense
or other liability, whether fixed or contingent, of any Title stockholders.
7. There is no intercorporate indebtedness existing between Parent
and Title or between Merger Sub 2 and Title that was issued, acquired, or will
be settled at a discount.
8. In the Merger, shares of Title stock representing control of
Title, as defined in section 368(c) of the Code, will be exchanged solely for
voting stock of Parent, and Parent will be in control (as defined in section
368(c) of the Code) of Title immediately after the Effective Time. For purposes
of this representation, shares of Title stock exchanged for cash or other
property furnished directly or indirectly by Parent or any person related to
Parent within the meaning of Treasury Regulation sections 1.368-1(e)(3)
(providing the definition of "related person"), 1.368-1(e)(4) (relating to
acquisitions by partnerships), and 1.368-1(e)(5) (relating to successors and
predecessors) will be treated as Title stock which is outstanding on the date of
the transaction and which is acquired other than for voting stock of the Parent.
9. Neither Title nor any person related to Title within the meaning
of Treasury Regulation sections 1.368-1(e)(3), (e)(4), and (e)(5) has purchased,
redeemed or
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otherwise acquired, or made any extraordinary distributions (as defined in
Treasury Regulation section 1.368-1T(e)(1)(ii)(A)) or paid any dividends (other
than regular, normal dividends made in the ordinary course of business) with
respect to, any stock of Title prior to and in contemplation of the Merger, or
otherwise as part of a plan of which the Merger is a part.
10. At the Effective Time, Title will not have outstanding any
warrants, options, convertible securities, or any other type of right pursuant
to which any person could acquire stock in Title that, if exercised or
converted, would affect Parent's acquisition or retention of control of Title,
as defined in section 368(c) of the Code.
11. Title is not an investment company, as defined in sections
368(a)(2)(F)(iii) and (iv) of the Code.
12. At the Effective Time, the fair market value of the assets of
Title will exceed the sum of its liabilities, plus, without duplication, the
amount of liabilities, if any, to which the assets are subject.
13. None of the compensation received or to be received by any
shareholder-employees of Title and designated as compensation has been or will
be separate consideration for, or allocable to, any of their Title stock. None
of the Parent stock received or to be received by any shareholder-employees of
Title in the Merger has been or will be separate consideration for, or allocable
to, any employment agreement. The compensation paid or to be paid to any
shareholder-employees of Title has been for services actually rendered and has
been or will be commensurate with amounts paid to third parties bargaining at
arm's-length for similar services.
14. Title is not under the jurisdiction of a court in a Title 11 or
similar case within the meaning of section 368(a)(3)(A) of the Code.
15. Title stock will be surrendered in the Merger for Parent Common
Stock and cash in lieu of fractional shares pursuant to the exchange ratio set
forth in the Merger Agreement, which was the product of an arm's-length
agreement between Parent and Title as to the relative fair market values of the
Merger Consideration and Title stock.
16. Title will not take any position on any federal, state or local
income or franchise tax return, or take any other tax reporting position, that
is inconsistent with the treatment of the Merger as a reorganization within the
meaning of section 368(a) of the Code, unless otherwise required by a
"determination" (as defined in section 1313(a)(1) of the Code) or by applicable
state or local tax law (and then only to the extent required by such applicable
state or local tax law).
17. The terms of the Merger Agreement and all other agreements
entered into in connection therewith are the product of arm's-length
negotiations.
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18. The Merger is being undertaken for purposes of enhancing the
business of Title and for other good and valid business purposes of Title.
19. Title hereby undertakes to inform each of you and Parent
immediately should any of the foregoing statements or representations become
untrue, incorrect or incomplete in any respect at or prior to the Effective
Time.
20. The undersigned is authorized to make all of the representations
set forth herein.
B. Reliance by You in Rendering the Opinion. The undersigned recognizes
and agrees that (i) your respective tax opinions will be based on, among other
things, the representations set forth herein and on the statements contained in
the Merger Agreement and documents related thereto, (ii) your respective tax
opinions will be subject to certain limitations and qualifications including
that they may not be relied upon if any such statements or representations are
not accurate in all respects, and (iii) the undersigned acknowledges that such
opinions will not address any tax consequences of the Merger or any action taken
in connection therewith except as expressly set forth in such opinions.
Very truly yours,
Title Source, Inc.
By: /s/ JEFFREY K. EISENSHTADT
--------------------------------
Name: Jeffrey K. Eisenshtadt
Title: President