[FORM OF TAX OPINION]
________, 2003
Credit Suisse Capital Funds
on behalf of the Credit Suisse Large Cap Value Fund
466 Lexington Avenue
New York, New York 10017-3140
Credit Suisse Strategic Value Fund, Inc.
466 Lexington Avenue
New York, New York 10017-3147
Ladies and Gentlemen:
You have asked us for our opinion concerning certain federal income tax
consequences to (a) Credit Suisse Capital Funds, a Massachusetts business trust
(the "Trust"), on behalf of Credit Suisse Large Cap Value Fund (the "Acquiring
Fund"), (b) Credit Suisse Strategic Value Fund, Inc., a Maryland corporation
(the "Acquired Fund") and (c) the holders (the "Acquired Fund Shareholders") of
voting shares in the Acquired Fund (the "Acquired Fund Shares") when the
Acquired Fund Shareholders receive voting shares of beneficial interest of the
Acquiring Fund ("Acquiring Fund Shares") in exchange for their Acquired Fund
Shares pursuant to the acquisition by the Acquiring Fund of all of the assets of
the Acquired Fund in exchange for Acquiring Fund Shares and the assumption by
the Acquiring Fund of the liabilities of the Acquired Fund (the
"Reorganization"), all pursuant to that certain Agreement and Plan of
Reorganization, dated as of _________, 2003 (the "Reorganization Agreement"),
between and among the Trust, on behalf of the Acquiring Fund and the Acquired
Fund and, solely for purposes of Sections 4.3, 5.9, and 9.2 thereof, Credit
Suisse Asset Management, LLC. This opinion is being delivered pursuant to
Section 8.5 of the Reorganization Agreement.
We have reviewed such documents and materials as we have considered necessary
for the purpose of rendering this opinion. In rendering this opinion, we have
assumed that such documents as yet
unexecuted will, when executed, conform in all material respects to the proposed
forms of such documents that we have examined. In addition, we have assumed the
genuineness of all signatures, the capacity of each party executing a document
to so execute that document, the authenticity of all documents submitted to us
as originals and the conformity to original documents of all documents submitted
to us as certified or photostatic copies.
We have made inquiry as to the underlying facts which we considered to be
relevant to the conclusions set forth in this letter. The opinions expressed in
this letter are based upon certain factual statements relating to the Acquiring
Fund and the Acquired Fund set forth in the Registration Statement on Form N-14
(the "Registration Statement") filed by the Acquiring Fund with the Securities
and Exchange Commission and representations made in letters from the Trust and
the Acquired Fund addressed to us for our use in rendering this opinion (the
"Tax Representation Letters"). We have no reason to believe that these
representations and facts are not valid, but we have not attempted to verify
independently any of these representations and facts, and this opinion is based
upon the assumption that each of them is accurate. Capitalized terms used herein
and not otherwise defined shall have the meaning given them in the Registration
Statement.
The conclusions expressed herein are based upon the Internal Revenue Code of
1986, as amended (the "Code"), Treasury regulations issued thereunder, published
rulings and procedures of the Internal Revenue Service and judicial decisions,
all as in effect on the date of this letter.
Based upon the foregoing, we are of the opinion that for federal income tax
purposes:
(a) the transfer of all of the Acquired Fund's assets to the
Acquiring Fund in exchange for Acquiring Fund Shares and the
assumption by the Acquiring Fund of the liabilities of the
Acquired Fund, followed by the distribution of such Acquiring
Fund Shares to the Acquired Fund Shareholders in exchange for
their Acquired Fund Shares, will constitute a "reorganization"
within the meaning of Section 368(a)(1) of the Code, and the
Acquiring Fund and the Acquired Fund will each be a "party to
a reorganization" within the meaning of Section 368(b) of the
Code;
(b) no gain or loss will be recognized by the Acquiring Fund on
the receipt of the assets of the Acquired Fund solely in
exchange for Acquiring Fund Shares and the assumption by the
Acquiring Fund of the liabilities of the Acquired Fund;
(c) except for consequences regularly attributable to a
termination of the Acquired Fund's taxable year, no gain or
loss will be recognized by the Acquired Fund upon the transfer
of the Acquired Fund's assets to the Acquiring Fund in
exchange for Acquiring Fund Shares and the assumption by the
Acquiring Fund of the liabilities of the Acquired Fund or upon
the distribution of such Acquiring Fund Shares to the Acquired
Fund Shareholders in exchange for their Acquired Fund Shares;
(d) no gain or loss will be recognized by the Acquired Fund
Shareholders upon the exchange of their Acquired Fund Shares
for Acquiring Fund Shares or upon the assumption by the
Acquiring Fund of the liabilities of the Acquired Fund;
(e) the aggregate tax basis of the Acquiring Fund Shares received
by each of the Acquired Fund Shareholders pursuant to the
Reorganization will be the same as the aggregate tax basis of
the Acquired Fund Shares held by such Acquired Fund
Shareholder immediately prior to the Reorganization, and the
holding period of the Acquiring Fund Shares to be received by
each Acquired Fund Shareholder will include the period during
which the Acquired Fund Shares exchanged therefor were held by
such Acquired Fund Shareholder (provided that such Acquired
Fund Shares were held as capital assets on the date of the
Reorganization); and
(f) except with respect to assets which must be revalued as a
consequence of a termination of the Acquired Fund's taxable
year, the tax basis of the Acquired Fund's assets acquired by
the Acquiring Fund will be the same as the tax basis of such
assets to the Acquired Fund immediately prior to the
Reorganization and the holding period of the assets of the
Acquired Fund in the hands of the Acquiring Fund will include
the period during which those assets were held by the Acquired
Fund.
Our opinion is based upon the accuracy of the certifications, representations
and warranties and satisfaction of the covenants and obligations contained in
the Reorganization Agreement, the Tax Representation Letters and in the various
other documents related thereto. Our opinion may not be relied upon if any of
such certifications, representations or warranties are not accurate or if any of
such covenants or obligations are not satisfied in all material respects.
Very truly yours,