EX 8.00
Tax Matters.
All tax returns required to be filed by or on behalf of the
Company with any governmental body with respect to any taxable period (the
"Company Returns") (i) have been filed before the applicable due date
(including any extensions of such due date), and (ii) have been, or will be
when filed, accurately and completely prepared in all material respects in
compliance with all applicable legal requirements. All amounts shown on the
Company returns to be due on or before the closing date have been paid.
No Company return relating to income taxes has ever been
examined or audited by any governmental body. No claim or proceeding is
pending or has been threatened against or with respect to the Company in
respect of any tax and no notice of deficiency or similar document has been
received by the Company with respect to any tax. There are no liens for
taxes upon any of the assets of the Company except liens for current taxes
not yet due and payable. The Company has not entered into or become bound
by any agreement or consent with any governmental body relating to taxes and
the Company is not, and has never been, a party to or bound by any tax
indemnity agreement, tax sharing agreement, tax allocation agreement or
similar contract. The Company has properly withheld all amounts required to
be withheld for its employees for all federal, state and local tax purposes.
"Tax" shall mean any tax (including any income tax, franchise tax,
capital gains tax, gross receipts tax, value-added tax, surtax, excise tax,
ad valorem tax, transfer tax, stamp tax, sales tax, use tax, property tax,
business tax, withholding tax or payroll tax), levy, assessment, tariff,
duty (including any customs duty), deficiency or fee, and any related charge
or amount (including any fine, penalty or interest), imposed, assessed or
collected by or under the authority of any Governmental Body; and
"Tax Return" shall mean any return (including any information return),
report, statement, declaration, estimate, schedule, notice, notification,
form, election, certificate or other document or information filed with or
submitted to, or required to be filed with or submitted to, any Governmental
Body in connection with the determination, assessment.
Income Taxes
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The provision for income taxes differs from the amount of income tax
determined by applying the U.S. statutory federal income tax rate of 34% to
income before income taxes as a result of the following:
Year Ended December 31
2000 1999 1998
% % %
Federal Income taxes at statutory rate 34.0 34.0 34.0
Benefit of federal graduated rates (18.4) -- --
State income taxes, net of federal benefit 4.8 2.5 2.5
Income taxed at a partner/shareholder level -- (34.0) (34.0)
Nondeductible items and other (5.9) (0.5) (1.2)
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14.5 2.0 1.3
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