EXHIBIT 8.2
[LETTERHEAD OF WACHTELL, LIPTON, ROSEN & KATZ]
, 1998
General Re Corporation
695 East Main Street
Stamford, CT 06904-2351
Berkshire Hathaway Inc.
1440 Kiewit Plaza
Omaha, Nebraska 68131
Ladies/Gentlemen:
We have acted as special counsel to General Re Corporation, a
Delaware corporation ("General Re"), in connection with a series of transactions
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(the "Transactions") in which Berkshire Hathaway Inc., a Delaware corporation
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("Berkshire") and General Re will combine their businesses pursuant to the
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Agreement and Plan of Mergers (the "Agreement") dated as of June 19, 1998, by
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and between Berkshire and General Re. At your request, in connection with the
filing of the Registration Statement on Form S-4 filed with the Securities and
Exchange Commission in connection with the Transactions (the "Registration
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Statement"), we are rendering our opinion pursuant to Item 601(b)(8) of
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Regulation S-K. Any capitalized term used and not defined herein has the
meaning given to it in the Joint Proxy Statement/Prospectus or the appendices
thereto (including the Agreement).
In furtherance of the Transactions, Berkshire has formed NBH, Inc., a
Delaware corporation ("New Berkshire"), which in turn has formed two wholly
owned Delaware subsidiaries ("Merger Sub A" and "Merger Sub B") for the sole
purpose of effectuating the Transactions. In addition, pursuant to the
Agreement, Berkshire has issued to General Re shares of a new class of
nonvoting, non-participating cumulative preferred stock of Berkshire, and
General re has issued to Berkshire shares of a new class of nonvoting,
non-participating cumulative preferred stock of General Re.
For purposes of the opinion set forth below, we have relied, with the
consent of Berkshire and the consent of General Re, upon the accuracy and
completeness of the statements and representations (which statements and
representations we have neither investigated nor verified) contained,
respectively, in the certificates of the officers of Berkshire and General Re
dated the date hereof, and have assumed that such statements and
representations will be complete and accurate as of the Effective Time and that
all representations made to the knowledge of any person or entity or with
similar qualification are and will be true and correct as if made without such
qualification. We have also relied upon the accuracy of the Registration
Statement, the joint proxy statement/prospectus of Berkshire and General Re (the
"Joint Proxy Statement/Prospectus") filed with the Securities and Exchange
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Commission in connection with the Transactions, and the joint request for a
private letter ruling filed by Berkshire and General Re with the Internal
Revenue Service on June 29, 1998, requesting rulings corresponding to the three
Rulings (the 351(e) Ruling, the No Gain or Loss Ruling and the 368(c) Ruling)
specified in the Agreement.
We have also assumed that: (i) the transactions contemplated by the
Agreement will be consummated in accordance therewith and as described in the
Joint Proxy Statement/Prospectus (and no transaction or condition found therein
and material to this opinion will be waived by any party); (ii) the Mergers and
the Alternative General Re Merger, as the case may be, will qualify as statutory
mergers under the applicable laws of the State of Delaware; and (iii) the
Transactions will be reported by New Berkshire, Berkshire and General Re on
their respective federal income tax returns in a manner consistent with the
opinions set forth below.
In addition to the other assumptions set forth herein, in delivering
our opinion (1) set forth below we assume that: (i) either (A) Berkshire shall
have received the 351(e) Ruling and the No Gain or Loss Ruling or (B) the
Proposed Regulations (as defined in the Agreement) shall have been withdrawn and
Berkshire shall have received either the No Gain or Loss Ruling or the 368(c)
Ruling; and (ii) at the Effective Time, the stockholders of Berkshire and
General Re will not be subject to one or more binding commitments to transfer
their New Berkshire Common Stock received in the Transactions that would cause
such stockholders to fail to be in control of New Berkshire immediately after
the Transactions within the meaning of Section 351(a) of the Code.
Based upon and subject to the foregoing, it is our opinion, under
currently applicable United States federal income tax law, that, at the
Effective Time:
(1) if Berkshire and General Re are required under the Agreement
to proceed with the Transactions, and no Partial Cash Election has been made or
can properly be deemed to have been made by Berkshire, the General Re Merger
will be treated as a transfer of property to New Berkshire by the holders of
General Re Common Stock governed by Section 351(a) or Section 351(b) of the
Code; and
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(2) if Berkshire and General Re are required under the Agreement
to proceed with the Transactions, and Berkshire is permitted to make and does in
fact make, or is deemed to have made, a Partial Cash Election, the Transactions
will not qualify as a reorganization within the meaning of Section 368 of the
Code, the Merger Consideration will be taxable to the stockholders of General
Re, and the Transactions will not be a taxable transaction to either Berkshire
or its stockholders.
This opinion relates solely to certain federal income tax
consequences of the Merger and no opinion is expressed as to the tax
consequences under any foreign, state or local tax law. No assurance can be
given that any of the Rulings will be issued in the form requested.
We are furnishing this opinion to you solely in connection with
the Registration Statement and this opinion is not to be relied upon,
circulated, quoted or otherwise referred to for any other purpose.
We hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to the Registration Statement,
and to the reference to us under the caption "THE TRANSACTIONS--Federal Income
Tax Considerations" in the Joint Proxy Statement/Prospectus. In giving such
consent, we do not thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as amended.
Very truly yours,
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