Exhibit 8.2
[LETTERHEAD OF FREDRIKSON & BYRON, P.A.]
February 26, 1997
North Star Plating Company
3621 Marshall Street N.E.
Minneapolis, Minnesota 55418
Ladies and Gentlemen:
We have acted as counsel to North Star Plating Company ("North Star"), a
Minnesota corporation, in connection with (i) the proposed merger (the "Merger")
of North Star Acquisition, Inc. (the "Subsidiary"), a Minnesota corporation,
which is a wholly-owned subsidiary of Keystone Automotive Industries, Inc., a
California corporation ("Keystone"), into North Star, which will be the
surviving corporation in the Merger; and (ii) Keystone's filing of a
Registration Statement on Form S-4 (the "Registration Statement") relating to
the registration under the Securities Act of 1933, as amended (the "1933 Act"),
of shares of Common Stock of Keystone (the "Keystone Shares") to be issued
pursuant to the Merger. You have requested our opinion with respect to certain
United States federal income tax consequences of the Merger.
In the course of our representation and for purposes of rendering this
opinion, we have examined the following documents and have relied on the
representations, warranties, and other information contained therein as true
without our having performed an independent verification as to the accuracy of
such representations and warranties:
1. Agreement and Plan of Merger (the "Merger Agreement") dated December
6, 1996, among Keystone, the Subsidiary, North Star, and Ronald G. Brown and Kim
D. Wood.
2. The Registration Statement, filed with the Securities and Exchange
Commission on December 23, 1996, as amended by Amendment Nos. 1, 2, and 3
thereto, which Registration Statement includes the Prospectus and Proxy
Statement of Keystone and the Information Statement of North Star.
As to matters of fact material to this opinion, we have relied upon (1)
facts within our actual knowledge after an inquiry of the attorneys and
paralegals of this firm who have provided legal services to North Star in
connection with the Merger; (2) facts represented to us in certificates of
officers of North Star and Keystone; and (3) the recitals, agreements,
representations, warranties, and other information contained in or made pursuant
to the documents cited above. We have also relied upon corporate and other
records provided to us by North Star and represented to us to be accurate and
complete. We have assumed the due authorization by all requisite action of the
execution and delivery by such parties of such
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February 26, 1997
Page 2
documents and the validity and binding effect thereof on such parties. We have
made no other inquiry or investigation as to factual matters.
A summary of the facts known to us relating to the Merger is set forth
below:
(i) Pursuant to the Merger Agreement and California and Minnesota law, in
the Merger, the Subsidiary will be merged with and into North Star, which will
succeed, insofar as permitted by law, to the rights, assets, liabilities and
obligations of the Subsidiary.
(ii) Pursuant to the Merger Agreement and California and Minnesota law, in
the Merger, the shareholders of North Star will receive, in exchange for each of
their shares of stock of North Star ("North Star Shares"), the number of
Keystone Shares described in the Merger Agreement. No other consideration will
be received for the North Star Shares, and any fractional Keystone Shares that
the North Star shareholders would otherwise receive in the Merger will instead
be rounded up or down to the nearest whole share.
(iii) Pursuant to the Merger Agreement and Minnesota law, shareholders of
North Star who dissent from the Merger will have such dissenters' appraisal
rights as are provided under Minnesota law.
The following representations have been made in connection with the
proposed Merger, upon which we have relied in rendering this opinion:
(a) The fair market value of the Keystone Shares received by each North
Star shareholder in the Merger will be approximately equal to the fair market
value of the North Star Shares surrendered in the Merger.
(b) There is no plan or intention by the shareholders of North Star who
own one percent or more of the North Star Shares and, to the best knowledge of
the management of North Star, there is no plan or intention on the part of the
remaining shareholders of North Star to sell, exchange or otherwise dispose of a
number of Keystone Shares received in the Merger that would reduce the North
Star shareholders' ownership of Keystone Shares to a number of shares having a
value, as of the date of the Merger, of less than 50 percent of the value of all
of the formerly outstanding North Star Shares as of the same date. For purposes
hereof, North Star Shares exchanged for cash or other property or surrendered by
dissenters will be treated as outstanding North Star Shares on the date of the
Merger. Moreover, North Star Shares and Keystone Shares held by North Star
shareholders and otherwise sold,
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February 26, 1997
Page 3
redeemed, or disposed of prior or subsequent to the Merger will be considered in
making this representation.
(c) Following the Merger, North Star will hold at least 90 percent of the
fair market value of its net assets and 70 percent of the fair market value of
its gross assets, and it will hold at least 90 percent of the fair market value
of the Subsidiary's net assets and 70 percent of the fair market value of the
Subsidiary's gross assets held immediately prior to the Merger. For purposes
hereof, amounts paid by North Star to dissenters, amounts paid by North Star to
shareholders who receive cash or other property, amounts used by North Star to
pay reorganization expenses, and all redemptions and distributions (except for
regular, normal dividends) made by North Star will be included as assets of
North Star held immediately prior to the Merger.
(d) Prior to the Merger, Keystone will be in "control" of the Subsidiary
within the meaning of section 368(c) of the Internal Revenue Code of 1986, as
amended to date (the "Code").
(e) Following the Merger, North Star (i) will not issue additional shares
of stock that would result in Keystone losing "control" of the Subsidiary within
the meaning of section 368(c) of the Code; and (ii) will continue its historic
business or use a significant portion of its historic business assets in a
business.
(f) Keystone has no plan or intention to: (i) reacquire any of its stock
issued in the Merger; (ii) liquidate North Star; (iii) merge North Star with or
into another corporation; (iv) sell or otherwise dispose of the stock of North
Star except for transfers of stock to corporations controlled by Keystone; or
(v) cause North Star to sell or otherwise dispose of any of its assets or any of
the assets of the Subsidiary acquired in the Merger, except for dispositions in
the ordinary course of business or transfers of assets to a corporation
controlled by North Star.
(g) The Subsidiary will have no liabilities assumed by North Star, and
will not transfer to North Star any assets subject to liabilities, in the
Merger.
(h) Except as may be specifically provided for in the Merger Agreement,
each of the parties to the Merger will pay their respective expenses, if any,
incurred in connection with the Merger. Keystone will pay or assume only those
expenses of North Star that are solely and directly related to the Merger in
accordance with the guidelines established in Revenue Ruling 73-54, 1973-1 C.B.
187.
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February 26, 1997
Page 4
(i) There is no intercorporate indebtedness existing between Keystone and
North Star or between the Subsidiary and North Star that was issued, acquired,
or will be settled at a discount.
(j) In the Merger, North Star Shares representing "control" of North Star,
as defined in section 368(c) of the Code, will be exchanged solely for voting
common stock of Keystone. For purposes hereof, North Star Shares exchanged for
cash or other property originating with Keystone will be treated as outstanding
North Star Shares on the date of the Merger.
(k) At the effective time of the Merger, North Star will not have
outstanding any warrants, options, convertible securities, or any other type of
right pursuant to which any person could acquire stock in North Star that, if
exercised or converted, would affect Keystone's acquisition or retention of
"control" of North Star, as defined in section 368(c) of the Code.
(l) Keystone does not own, nor has it owned during the past five years,
any shares of the stock of North Star.
(m) No two parties to the Merger are investment companies as defined in
section 368(a)(2)(F)(iii) and (iv) of the Code.
(n) North Star is not under the jurisdiction of a court in a Title 11 or
similar case within the meaning of section 368(a)(3)(A) of the Code.
(o) On the date of the Merger, the fair market value of the assets of
North Star will equal or exceed the sum of its liabilities, plus the amount of
liabilities, if any, to which the assets are subject.
(p) None of the compensation received by any shareholder-employees of
North Star will be separate consideration for, or allocable to, any of their
North Star Shares; none of the Keystone Shares received by any
shareholder-employees of North Star will be separate consideration for, or
allocable to, any employment agreement; and the compensation paid to any
shareholder-employees of North Star on or before the date of the Merger will be
for services actually rendered and will be commensurate with amounts paid to
third parties bargaining at arm's length for similar services.
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February 26, 1997
Page 5
Based solely on the factual information described above and our analysis
and examination of applicable federal income tax laws, rulings, regulations and
judicial precedents, and assuming further that the Merger is carried out in the
manner set forth in the Merger Agreement and as described above, we are of the
opinion as of this date that, for federal income tax purposes:
1. The Merger will be treated for federal income tax purposes as a
reorganization within the meaning of sections 368(a)(1)(A) and 368(a)(2)(E) of
the Code.
2. Keystone, the Subsidiary and North Star will each be "a party to a
reorganization" within the meaning of section 368(b) of the Code.
3. No income, gain, or loss will be recognized for federal income tax
purposes by either North Star or Keystone as a result of the consummation of the
Merger.
4. No income, gain, or loss will be recognized for federal income tax
purposes by shareholders of North Star upon the exchange in the Merger of North
Star Shares solely for Keystone Shares.
No opinion is expressed concerning the tax treatment of the Merger under
other provisions of the Code and the regulations thereunder or concerning the
tax treatment of any conditions existing at the time of, or effects resulting
from, the proposed transaction that are not specifically covered by the above
opinion.
An opinion of legal counsel represents an expression of legal counsel's
professional judgment regarding the subject matter of the opinion and, unlike
private letter rulings issued by the Internal Revenue Service, is not binding
upon the Internal Revenue Service and has no official status of any kind. We
can give no assurance that the Internal Revenue Service will not challenge the
opinions expressed herein or that, in the event the Internal Revenue Service
challenges the opinion expressed herein, it will not ultimately prevail.
Our opinion has been requested by North Star and is being rendered to North
Star. No other individual or entity, whether or not a party to the Merger, may
rely upon this opinion without the express prior written consent of the
undersigned. Our opinion is limited to the matters discussed herein, and it
does not cover other federal income tax consequences of the Merger. Our opinion
does not deal with the specific circumstances of any particular shareholder of
North Star, nor does it cover the application of state, local, foreign or other
tax laws. You are advised that applicable statutes of some states differ in
some respects
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February 26, 1997
Page 6
from their counterparts in the Code. Further, our opinion is based upon
existing laws, regulations, administrative authorities, and judicial decisions,
any or all of which could change at any time with retroactive effect.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to its use as part of the Registration Statement and
to the reference to our firm under the captions "The Merger--Certain Federal
Income Tax Consequences" and "Legal Matters" included in the Proxy
Statement/Information Statement/Prospectus constituting a part of the
Registration Statement.
Very truly yours,
FREDRIKSON & BYRON, P.A.
By /s/ Mary E. Strand
---------------------------------
Its Vice President