EXHIBIT 8.1 FORM OF OPINION OF RICH, MAY, BILODEAU & FLAHERTY, P.C.
[RICH, MAY, BILODEAU & FLAHERTY, P.C. LETTERHEAD]
________ __, 1998
The Berkshire Gas Company
115 Cheshire Road
Pittsfield, MA 01201-1879
Re: Certain Federal Income Tax Consequences in Connection with the
Formation of a Holding Company Structure for The Berkshire Gas
Company
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Ladies and Gentlemen:
We have acted as counsel to The Berkshire Gas Company, a Massachusetts
gas company ("Berkshire Gas"), in connection with the contemplated formation
of a holding company structure for Berkshire Gas and a related Agreement and
Plan of Merger (the "Merger Agreement") among Berkshire Gas, Berkshire
Energy Resources, a Massachusetts business trust formed by Berkshire Gas
("Holdco"), and Berkshire Gas Mergeco Gas Company, Inc., a Massachusetts gas
company ("Mergeco"). All capitalized terms used herein, unless otherwise
specified, have the meanings assigned to them in the Merger Agreement.
In rendering this opinion, we have examined and relied upon (without
any independent investigation or review thereof) the accuracy and
completeness of the facts, information, covenants and representations
contained in originals or copies, certified or otherwise identified to our
satisfaction, of the Merger Agreement, the Registration Statement on Form S-
4 filed by Holdco with the Securities and Exchange Commission (the
"Registration Statement"), and such other documents as we have deemed
necessary or appropriate as a basis for the opinion set forth below. In
addition, we have relied upon certain statements and representations made by
executives of Berkshire Gas, as well as other statements, representations
and assumptions. Our opinion is conditioned on, among other things, the
initial and continuing accuracy of such facts, information, covenants,
representations and assumptions.
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 originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies, the
authenticity of the originals of such documents and that there has been (or
will be by the Effective Time of the Merger) due execution and delivery of
all documents where due execution and delivery are prerequisites to
effectiveness thereof. We have assumed that the Merger will be consummated
pursuant to applicable state law in accordance with the Merger Agreement and
as described in the Registration Statement. We have also assumed that any
representation or statement made "to the best of knowledge" or similarly
qualified is correct without such qualification. As to all matters in which
a person or entity making a representation referred to above has represented
that such person or entity either is not a party to, does not have, or is
not aware of, any plan or intention, understanding or agreement, we have
assumed that there is in fact no such plan, intention, understanding or
agreement.
Based upon and subject to the foregoing, we are of the opinion that
the Merger will be tax-free under section 351 of the Internal Revenue Code
of 1986, as amended (the "Code"). As a result:
1. No gain or loss will be recognized by the holders of Berkshire Gas
Common Stock upon the exchange of their shares of Berkshire Gas Common
Stock solely for Holdco Common Shares pursuant to the Merger.
2. The tax basis of the Holdco Common Shares received pursuant to the
Merger will be the same as the basis of the shares of Berkshire Gas
Common Stock exchanged therefor.
3. The holding period for Holdco Common Shares received pursuant to the
Merger will include the period that the shares of Berkshire Gas Common
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Stock exchanged therefor were held by the holder, provided such shares
were a capital asset of the holder.
Our opinion is based upon the Code, Treasury Regulations, Internal
Revenue Service rulings, judicial decisions, and other applicable authority,
all as in effect on the date of this opinion. The legal authorities on
which this opinion is based may be changed at any time. Any such changes
may be retroactively applied and could modify the opinions expressed above.
We disclaim any obligation to notify you or any other person after the date
hereof if any change in fact and/or law should change our opinion with
respect to any matters set forth herein. This opinion does not address any
tax considerations under foreign, state or local laws, or any special tax
considerations applicable to certain holders of Berkshire Gas Common Stock
in light of their particular circumstances, including persons who are not
United States persons, dealers in securities, tax-exempt entities, and
stockholders who do not hold Berkshire Gas Common Stock as "capital assets"
within the meaning of Section 1221 of the Code.
This opinion is rendered solely for your benefit and for the benefit
of holders of Berkshire Gas Common Stock and shall not be relied upon,
circulated or quoted, in whole or in part, by any other party and shall not
be referred to in any report or document furnished to any other party
without our prior written consent. We hereby consent, however, to the
inclusion of this opinion as an exhibit to the Registration Statement and
the reference to this firm under the caption "Certain Federal Income Tax
Consequences" therein.
Very truly yours,
Rich, May, Bilodeau & Flaherty, P.C.