Exhibit 8
PEABODY & BROWN
A LAW PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
101 FEDERAL STREET
BOSTON, MASSACHUSETTS 02110-1832
(617) 345-1000
FAX: (617) 345-1300
April 11, 1997
Equis Financial Group
98 North Washington Street
Boston, MA 02114
Ladies and Gentlemen:
We have acted as counsel to Equis Financial Group, a Massachusetts
partnership ("EFG"), in connection with the offering of Class B Subordinated
Interests (as hereinafter defined) in AFG Investment Trust B (the "Trust"), a
Delaware business trust formed pursuant to a Declaration of Trust (the "Original
Agreement") and a Certificate of Trust (the "Original Certificate") which has
been filed with the Secretary of State of the State of Delaware (the "Filing
Office").
We have participated in the preparation and filing on February 12, 1997 of
Registration Statement No. 333-21697 with the Securities and Exchange Commission
on Form S-1, as amended by Amendment No. 1 to the Registration Statement filed
or to be filed with the Commission on or about the date hereof (as so amended,
the "Registration Statement"), providing for the issuance of up to an aggregate
of 1,000,961 units (the "Interests") of beneficiary interests (the "Class B
Beneficiary Interests") in the Trust. Each purchaser of Class B Interests (a
"Purchaser" or a "Class B Beneficiary") will become a Class B Beneficiary
pursuant to the Second Amended and Restated Declaration of Trust of a Trust (the
"Amended Trust Agreement"), the form of which is included as an Exhibit
contained in Part II of the Registration Statement.
We have examined the Amended Trust Agreement for the Trust, the
Registration Statement and such other documents pertaining to the Trusts as we
have deemed necessary or appropriate for purposes of rendering this opinion.
Capitalized terms used and not otherwise defined herein have the respective
meanings provided in Article II of the Amended Trust Agreement.
Equis Financial Group
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April 11, 1997
We are members of the Bar of the Commonwealth of Massachusetts and with
respect to matters of Delaware law we have relied, without independent
investigation, solely upon an opinion of Richards, Layton & Finger, a copy of
which is attached as Exhibit A hereto.
Based upon the foregoing, we are of the opinion that:
1. The Trust has been duly created and is validly existing as a business
trust under the Delaware Business Trust Act (12 Del.C. ss. 3801, et seq.) (the
"Act").
2. When issued and sold, the Class B Interests will represent valid and,
subject to the qualifications set forth in paragraph 3 below, fully paid and
nonassessable beneficial interests in the assets of the Trust.
3. The Class B Beneficiaries, as beneficial owners of the Trust, will be
entitled to the same limitation of personal liability extended to stockholders
of private corporations for profit organized under the General Corporation Law
of the State of Delaware. We note that the Class B Beneficiaries may be
obligated to make payments as set forth in the Amended Trust Agreement.
4. A summary of federal income tax consequences to the Class B
Beneficiaries set forth under the heading "FEDERAL TAX CONSIDERATIONS" in the
Prospectus has been reviewed by us and as to matters of law and legal
conclusions is correct under the Internal Revenue Code of 1986, as amended (the
"Code"), the rules and regulations promulgated thereunder and the existing
interpretations thereof as of the date of this opinion, and we hereby confirm to
you the opinions attributed therein to us. While the discussion under "FEDERAL
TAX CONSIDERATIONS" covers issues upon which we are not rendering an opinion, on
those issues upon which we are rendering an opinion, such opinion represents,
subject to the limitations, assumptions and representations contained under
"FEDERAL TAX CONSIDERATIONS" and to the accuracy of the facts set forth in the
Registration Statement, our best judgment of the outcome of such issues if
challenged and litigated. Our opinions are based upon present provisions of the
Code, regulations promulgated thereunder and interpretations by the Internal
Revenue Service (the "Service"), and judicial decisions, all of which are
subject to change and may affect our opinions stated herein. It should be noted
that the Tax Reform Act of 1986, the Omnibus Budget Reconciliation Act of 1987,
the Technical and Miscellaneous Revenue Act of 1988, the Omnibus Budget
Reconciliation Acts of 1989 and 1990 and the Omnibus Budget Reconciliation Act
of 1993 effected significant amendments to the Code, and neither the Service nor
the courts have interpreted many of the provisions thereof. In the absence of
controlling precedent, there can be no assurance that the Service might not
successfully contest in the courts any opinion expressed herein or in the
Prospectus. No assurance can be given that future administrative and legislative
changes, court decisions or Service interpretations will not significantly
modify the statements and opinions expressed herein.
Equis Financial Group
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April 11, 1997
This opinion is furnished to you solely for use in connection with the
Amendment No. 1. We hereby consent to the filing of this opinion as an
exhibit to the Amendment No. 1.
Very truly yours,
/s/ Peabody & Brown
Peabody & Brown
EXHIBIT A
RICHARDS, LAYTON & FINGER
One Rodney Square
P.O. Box 551
Wilmington, Delaware 19899
TELEPHONE (302) 658-6541
TELECOPIER (302) 658-6548
April 11, 1997
Peabody & Brown
101 Federal Street
Boston, MA 02110
Re: AFG Investment Trust B
Ladies and Gentlemen:
We have acted as special Delaware counsel for AFG Investment Trust B, a
Delaware business trust (the "Trust"), in connection with the matters set forth
herein. At your request, this opinion is being furnished to you.
For purposes of giving the opinions hereinafter set forth, our examination
of documents has been limited to the examination of executed or conformed
counterparts, or copies otherwise proved to our satisfaction, of the following:
I. The Certificate of Trust of the Trust, dated as of May 28, 1992 (the
"Trust Certificate"), as filed in the office of the Secretary of State of the
State of Delaware (the "Secretary of State") on May 28, 1992;
II. The Declaration of Trust of the Trust, dated May 28, 1992, by and
among AFG Assignor Corporation, as settlor, American Finance Group, as settlor,
AFG ASIT Corporation, as trustee (the "Managing Trustee"), and Wilmington Trust
Company, as trustee (the "Delaware Trustee");
III. The Amended and Restated Declaration of Trust of the Trust, dated as
of September 1, 1992, by and among the Managing Trustee and the Delaware
Trustee, as trustees, and the Trust Beneficiaries (as defined therein);
IV. The registration statement (the "Initial Registration Statement") on
Form S-1 (Registration No. 333-21697), filed by the Trust with the Securities
and Exchange Commission (the "SEC") on February 12, 1997, as amended by
Pre-Effective Amendment No. 1 to the Initial Registration Statement, including a
related preliminary prospectus (the "Prospectus"), relating to the Class B
Subordinated Interests in the assets of the Trust (the
Peabody & Brown
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April 11, 1997
"Class B Interests"), as proposed to be filed by the Trust with the SEC on or
about April 9, 1997 ("Amendment No. 1") (the Initial Registration Statement, as
amended by Amendment No. 1, is hereinafter referred to as the "Registration
Statement");
V. The Second Amended and Restated Declaration of Trust of the Trust,
dated as of April 15, 1997 (the "Trust Agreement"), by and among the Managing
Trustee and the Delaware Trustee, as trustees, and the Trust Beneficiaries (as
defined therein); and
VI. A Certificate of Good Standing for the Trust, dated April 11, 1997,
obtained from the Secretary of State.
Initially capitalized terms used herein and not otherwise defined are used
as defined in the Trust Agreement.
For purposes of this opinion, we have not reviewed any documents other
than the documents listed above, and we have assumed that there exists no
provision in any document that we have not reviewed that bears upon or is
inconsistent with the opinions stated herein. We have conducted no independent
factual investigation of our own but rather have relied solely upon the
foregoing documents, the statements and information set forth therein and the
additional matters recited or assumed herein, all of which we have assumed to be
true, complete and accurate in all material respects.
With respect to all documents examined by us, we have assumed that (i) all
signatures on documents examined by us are genuine, (ii) all documents submitted
to us as originals are authentic, and (iii) all documents submitted to us as
copies conform with the original copies of those documents.
For purposes of this opinion, we have assumed (i) that the Trust Agreement
constitutes the entire agreement among the parties thereto with respect to the
subject matter thereof, including with respect to the creation, operation and
termination of the Trust, and that the Trust Agreement and the Trust Certificate
are in full force and effect and have not been amended and no amendment of the
Trust Agreement or the Trust Certificate is pending or has been proposed, (ii)
except to the extent provided in paragraph 1 below, the due creation or due
organization or due formation, as the case may be, and valid existence in good
standing of each party to the documents examined by us under the laws of the
jurisdiction governing its creation, organization or formation, (iii) the legal
capacity of natural persons who are parties to the documents examined by us,
(iv) that each of the parties to the documents examined by us has the power and
authority to execute and deliver, and to perform its obligations under, such
documents, (v) the due authorization, execution and delivery by all parties
thereto of all documents examined by us, (vi) the payment, in accordance with
the Trust Agreement and the Registration Statement, by each Person to whom a
Class B Interest is to be issued by the Trust (collectively, the "Class B
Beneficiaries") for the Class B Interest acquired by it, (vii) that the Class B
Interests are issued and sold to the Class B Beneficiaries in accordance with
the Trust Agreement and the Registration Statement and (viii) that any amendment
or restatement of any document reviewed by us has been accomplished in
accordance with, and was permitted by, the relevant provisions of said document
prior to its amendment or
Peabody & Brown
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April 11, 1997
restatement from time to time. We have not participated in the preparation of
the Registration Statement and assume no responsibility for its contents.
This opinion is limited to the laws of the State of Delaware (excluding
the securities laws of the State of Delaware), and we have not considered and
express no opinion on the laws of any other jurisdiction, including federal laws
and rules and regulations relating thereto. Our opinions are rendered only with
respect to Delaware laws and rules, regulations and orders thereunder which are
currently in effect.
Based upon the foregoing, and upon our examination of such questions of
law and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:
A. The Trust has been duly created and is validly existing in good
standing as a business trust under the Delaware Business Trust Act, 12 Del. C.
ss. 3801, et seq.
B. When issued and sold, the Class B Interests will represent valid and,
subject to the qualifications set forth in paragraph 3 below, fully paid and
nonassessable beneficial interests in the assets of the Trust.
C. The Class B Beneficiaries, as beneficial owners of the Trust, will be
entitled to the same limitation of personal liability extended to stockholders
of private corporations for profit organized under the General Corporation Law
of the State of Delaware. We note that the Class B Beneficiaries may be
obligated to make payments as set forth in the Trust Agreement.
We hereby consent to Peabody & Brown's relying as to matters of Delaware
law upon this opinion in connection with an opinion to be rendered by it on the
date hereof relating to the formation of the Trust and other matters. In
addition, we consent to the use of our name under the heading "Legal Matters" in
the Prospectus. In giving the foregoing consents, we do not thereby admit that
we come within the category of persons whose consent is required under Section 7
of the Securities Act of 1933, as amended, or the rules and regulations of the
SEC thereunder. Except as stated above, without our prior written consent, this
opinion may not be furnished or quoted to, or relied upon by, any other Person
for any purpose.
Very truly yours,
/s/ Richards, Layton & Finger
Richards, Layton & Finger