EXHIBIT 8.1
June __, 1998
Breed Technologies, Inc.
BTI Capital Trust
5300 Old Tampa Highway
Lakeland, Florida 33807
Ladies and Gentlemen:
We have acted as special tax counsel to Breed Technologies, Inc. (the
"Company") and to BTI Capital Trust (the "Trust") in connection with the
registration under the Securities Act of 1933, as amended (the "1933 Act"), of
6.50% Convertible Trust Preferred Securities (the "Preferred Securities"). The
Preferred Securities represent preferred undivided beneficial interests in the
assets of the Trust, consisting of 6.50% Convertible Subordinated Debentures due
2027 (the "Convertible Debentures"). The Preferred Securities and the
Convertible Debentures have been described in that certain Prospectus dated
______, 1998, which is included in the Registration Statement on Form S-3 (File
No. 333-48231), as amended, filed with the Securities and Exchange Commission
(the "Commission"). In connection therewith, you have requested our opinions
with respect to the status of the Convertible Debentures and the Trust for
United States federal income tax purposes and the accuracy of the discussion
included in the Prospectus under the heading "United States Federal Income
Taxation." All capitalized terms used herein without definition shall have the
same meaning as in the Prospectus.
FACTS AND ASSUMPTIONS RELIED UPON
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In rendering the opinions expressed herein, we have examined such documents
as we have deemed appropriate, including (but not limited to) the Registration
Statement, the Prospectus and all exhibits thereto. In our examination of
documents, we have assumed, with your consent, that all documents submitted to
us are authentic originals or, if submitted as photocopies or telecopies, that
they faithfully reproduce the originals thereof, that all such documents have
been or will be duly executed to the extent required, that all representations
and statements set forth in such documents are true and correct, and that all
obligations imposed by any such document on the parties thereto are enforceable,
and have been or will be performed or satisfied in accordance with their terms.
Breed Technologies, Inc.
BTI Capital Trust
June __, 1998
Page 2
OPINIONS
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Based upon and subject to the foregoing, we are of the following opinions:
(1) The Convertible Debentures will be treated as indebtedness of the
Company for United States federal income tax purposes.
(2) The Trust will be classified as a grantor trust and will not be
treated as an association taxable as a corporation for United States federal
income tax purposes. As a result, each beneficial owner of Preferred Securities
(a "Securityholder") will be required to include in its gross income its pro
rata share of the interest income, including original issue discount, paid or
accrued with respect to the Convertible Debentures, whether or not cash is
actually distributed to the Securityholder.
(3) The discussion contained in that portion of the Prospectus under the
caption "United States Federal Income Taxation" constitutes, in all material
respects, a fair and accurate summary of the principal United States federal
income tax consequences of the purchase, ownership, disposition, and conversion
of Preferred Securities under current law.
The opinions expressed herein are given as of the date hereof and are based
on the Internal Revenue Code of 1986, as amended, the United States Treasury
Regulations promulgated thereunder, current administrative positions of the
United States Internal Revenue Service, and existing judicial decisions, any of
which could be changed at any time, possibly on a retroactive basis. Any such
change could adversely affect the opinions rendered herein and the tax
consequences to the Trust and to the holders of Preferred Securities. In
addition, our opinions cannot be relied upon if any of the facts contained in
the documents that we have examined, or if any of the assumptions that we have
made, is, or later becomes, inaccurate.
We will advise you of any facts or circumstances that come to our
attention, or of any changes in law that occur, and which affect the opinions
expressed herein, prior to the date that the Registration Statement is declared
effective by the Commission. We assume no such obligation, however, to so
advise you after such date.
Finally, our opinions are limited to the tax matters specifically covered
thereby, and we have not been asked to address, nor have we addressed, any other
tax consequences relating to the Trust, Convertible Debentures or Preferred
Securities.
Breed Technologies, Inc.
BTI Capital Trust
June __, 1998
Page 3
We hereby consent to the filing of this opinion letter as an exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the 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 1933 Act.
Very truly yours,
KING & SPALDING