Exhibit 8.1
Rogers & Wells LLP
200 Park Avenue
New York, New York 10166
July 24, 1998
Municipal Mortgage
and Equity, LLC
218 North Charles Street
Suite 500
Baltimore, Maryland 21201
Re: Municipal Mortgage and Equity, LLC (the "Company")
Offering of up to 2,875,000 Common Shares
Ladies and Gentlemen:
You have requested our opinion with respect to certain federal income tax
matters in connection with the transactions contemplated by the Prospectus
Supplement dated July 22, 1998 to the Prospectus dated June 30, 1998 (together,
the "Prospectus"), included in the Registration Statement on Form S-3 (File No.
333-56049), originally filed with the Securities and Exchange Commission on
June 4, 1998, and as subsequently amended, relating to the Company. All
capitalized terms used herein have their respective meanings set forth in the
Prospectus unless otherwise stated.
We have acted as counsel to the Company with respect to the Offering of the
Common Shares pursuant to the Registration Statement. This letter is for
delivery in connection with the Offering and is intended to confirm as of the
date hereof the opinions described in the sections of the Prospectus captioned
"Risk Factors-Tax Risks" and "Federal Income Tax Considerations." We hereby
consent to the use of this opinion letter as an exhibit to the Registration
Statement of the Company and to the reference to this Firm in the Registration
Statement under the captions "Risk Factors-Tax Risks," "Federal Income Tax
Considerations" and "Legal Matters."
In rendering the opinion stated below, we have examined and relied, with your
consent, upon the following:
(i) the Prospectus, the Registration Statement, as subsequently
amended;
(ii) the Amended and Restated Certificate of Formation and Operating
Agreement; and
(iii) such other documents, records and instruments as we have
deemed necessary to enable us to render the opinions referred to in this
letter.
In our examination of the foregoing documents, we have assumed, with your
consent, that (i) all documents reviewed by us are original documents, or true
and accurate copies of original documents, and have not been subsequently
amended, (ii) the signatures on each original document are genuine, (iii) each
Municipal Mortgage Page 2
and Equity, LLC
July 24, 1998
party who executed the document had proper authority and capacity, (iv) all
representations and statements set forth in such documents are true and
correct, (v) all obligations imposed by any such documents on the parties
thereto have been or will be performed or satisfied in accordance with their
terms and (vi) the Company at all times will be organized and operated in
accordance with the terms of such documents. We have further assumed the
accuracy of the statements and descriptions of the Company's intended
activities as described in the Prospectus.
For purposes of rendering the opinion stated below, we have also assumed, with
your consent, the accuracy of the representations and covenants contained in
the Certificate of Representations dated as of the date hereof provided to us
by the Company and attached hereto. These representations generally relate to
the classification and the operation of the Company.
Based upon and subject to the foregoing, we are of the opinion that:
(1) The opinions set forth in the Prospectus under the captions
"Risk Factors-Tax Risks" and "Federal Income Tax Considerations" and identified
as our opinions are hereby confirmed.
(2) The summary of federal income tax considerations set forth in
the Prospectus fairly summarizes the federal income tax considerations that are
likely to be material to a typical holder of Common Shares.
The opinions stated above are subject to and based upon the assumptions,
qualifications, limitations, representations and covenants discussed in the
Prospectus. The opinions stated above also represent our conclusions as to the
application of federal income tax laws existing as of the date of this letter
to the transactions contemplated in the Prospectus and we can give no assurance
that legislative enactments, administrative changes or court decisions may not
be forthcoming that would modify or supersede our opinions. Moreover, there
can be no assurance that positions contrary to our opinions will not be taken
by the Internal Revenue Service, or that a court considering the issues would
not hold contrary to such opinions. Further, the opinions set forth above
represents our conclusions based upon the documents, facts and representations
referred to above. Any material amendments to such documents, changes in any
significant facts or inaccuracy of such representations could affect the
opinions referred to herein. Although we have made such inquiries and
performed such investigations as we have deemed necessary to fulfill our
professional responsibilities as counsel, we have not undertaken an independent
investigation of all of the facts referred to in this letter.
We express no opinion as to any federal income tax issue or other matter except
those set forth above.
Very truly yours,
/s/ Rogers & Wells LLP