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Exhibit 8.1
LAW OFFICES
WOLF, BLOCK, SCHORR AND SOLIS-COHEN LLP
TWELFTH FLOOR PACKARD BUILDING
111 SOUTH 15TH STREET
PHILADELPHIA, PA 19102-2678
(215) 977-2000
FACSIMILE: (215) 977-2334
April 24, 1998
Philadelphia Consolidated Holding Corp.
One Bala Plaza
Suite 100
Bala Cynwyd, PA 19004
PCHC Financing I
103 Springer Building, First Floor
Concord Plaza
3411 Silverside Road
Wilmington, DE 19810
RE: Offering of Trust Preferred Securities and FELINE
PRIDES(sm) (Registration Statement Nos. 333-49271
and 333-49271-01)
Ladies and Gentlemen:
We have acted as tax counsel to Philadelphia Consolidated
Holdings Corp., a corporation organized under the laws of the Commonwealth of
Pennsylvania (the "Company"), and PCHC Financing I, a statutory business trust
formed under the Business Trust Act of the State of Delaware (the "Trust"), in
connection with above-captioned registration statement on Form S-3, as
subsequently amended (the "Registration Statement"), filed with the Securities
and Exchange Commission (the "Commission") for the purposes of registering (i)
Trust Originated Preferred Securities representing undivided beneficial
interests in the assets of the Trust (the "Preferred Securities"), (ii)
Debentures issued by the Company to the Trust in connection with the sale of the
Preferred Securities (the "Debentures"), and (iii) FELINE PRIDES(sm) consisting
of (A) units (referred to as Income PRIDES(sm)) initially comprised of stock
purchase contracts (the "Purchase Contracts") and beneficial ownership of
Preferred Securities and (B) units (referred to as Growth PRIDES(sm)) initially
comprised of Purchase Contracts and beneficial ownership of zero-coupon U.S.
Treasury Securities, as described in the Prospectus Supplement dated April 24,
1998, forming a part of such Registration Statement (the "Prospectus
Supplement").
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Philadelphia Consolidated Holding Corp.
PCHC Financing I
April 24, 1998
Page 2
In rendering our opinion, we have participated in the
preparation of the Registration Statement and the Prospectus Supplement. Our
opinion is conditioned on, among other things, the initial and continuing
accuracy of the facts, information, covenants and representations set forth in
the Registration Statement, the Prospectus Supplement and certain other
documents and the statements and representations made by officers of the
Company. In our examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as certified or photostatic copies and the authenticity of the
originals of such documents. We also have assumed that the transactions related
to the issuance of the Preferred Securities, the Debentures, and the FELINE
PRIDES will be consummated in the manner contemplated by the Registration
Statement and the Prospectus Supplement.
In rendering our opinion, we have considered the current
provisions of the Internal Revenue Code of 1986, as amended (the "Code"),
Treasury regulations promulgated thereunder, judicial decisions and Internal
Revenue Service rulings, all of which are subject to change, which change may be
retroactively applied. A change in the authorities upon which our opinion is
based could affect our conclusions. There can be no assurance, moreover, that
any of the opinions expressed herein will be accepted by the Internal Revenue
Service or, if challenged, by a court.
Based solely upon the foregoing, we are of the opinion that,
under current United States federal income tax law:
(1) The Trust will be classified as a grantor trust and
not as an association taxable as a corporation for
United States federal income tax purposes;
(2) The Debentures will be classified as indebtedness of
the Company for United States federal income tax
purposes, and the Company will be entitled to deduct
interest and original issue discount (if any) with
respect to the Debentures; and
(3) Although the discussion set forth in the Prospectus
Supplement under the heading "CERTAIN FEDERAL INCOME
TAX CONSEQUENCES" does not purport to discuss all
possible United States federal income tax
consequences of the purchase, ownership, and
disposition of Preferred Securities and FELINE
PRIDES, such discussion constitutes, in all material
respects, a fair and accurate summary of the United
States federal income tax consequences of the
purchase, ownership, and disposition of Preferred
Securities and FELINE PRIDES.
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Philadelphia Consolidated Holding Corp.
PCHC Financing I
April 24, 1998
Page 3
Except as set forth above, we express no opinion to any party
as to the tax consequences, whether federal, state, local or foreign, of the
issuance of the Preferred Securities, the Debentures, or the FELINE PRIDES or of
any transaction related to or contemplated by such issuance. This opinion is
furnished to you solely for your benefit in connection with the offering of the
Preferred Securities and the FELINE PRIDES and is not to be used, circulated,
quoted or otherwise referred to for any other purpose or relied upon by any
other person without our prior written consent. We consent to the use of our
name under the heading "Legal Opinions" in the Prospectus Supplement. We hereby
consent to the filing of this opinion with the Commission as Exhibit 8 to the
Registration Statement. 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 or the rules and regulations of the Commission
promulgated thereunder. This opinion is expressed as of the date hereof, unless
otherwise expressly stated, and we disclaim any undertaking to advise you of any
subsequent changes of the facts stated or assumed herein or any subsequent
changes in applicable law.
Very truly yours,
/s/ Wolf, Block, Schorr and Solis-Cohen LLP
WOLF, BLOCK, SCHORR and SOLIS-COHEN LLP