Exhibit 8.2
[LETTERHEAD OF TITMUSS SAINER DECHERT APPEARS HERE]
Crown Cork & Seal Company Inc.
9300 Ashton Road
Philadelphia, PA 19136
November 13, 1995
Re: Proposed Offer to acquire shares of CarnaudMetalbox
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Gentlemen,
We have acted as UK counsel to Crown Cork & Seal Company, Inc., a Pennsylvania
corporation ("Crown"), in connection with the contemplated offer by Crown to
exchange either (1) a number of Units consisting of 0.75 shares of Crown Common
Stock and 0.25 shares of Crown Acquisition Preferred Stock equal to the Exchange
Ratio or (2) FF 225 in cash for each outstanding share of common stock of
CarnaudMetalbox (the "Offer") pursuant to the Exchange Offer Agreement dated as
of May 22, 1995, as amended, between Crown and Compagnie Generale d'Industrie et
de Participations (the "Exchange Offer Agreement").
All capitalized terms used herein, unless otherwise specified, have the meanings
assigned to them in the Proxy Statement/Prospectus (the "Proxy
Statement/Prospectus") forming a part of the Registration Statement filed on
Form S-4 by Crown with respect to the Offer (the "Registration Statement").
We have assisted in the preparation of the description of UK income and capital
tax consequences to UK shareholders referred to under the section dealing with
certain tax consequences of the Offer contained in the Proxy
Statement/Prospectus under the caption "THE OFFER" - Certain Tax Consequences of
the Offer" (the "Tax Summary"). You have requested our opinion with respect to
the UK income and capital tax consequences contained in the Tax Summary.
We have examined the Registration Statement and the Tax Summary. In rendering
our opinion, we have examined and relied upon 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 Exchange
Offer Agreement, the Proxy Statement/Prospectus, the Registration Statement and
such other documents as we have deemed necessary or appropriate as a basis for
the opinion set forth below. We have assumed that the Offer will be consummated
in accordance with the Exchange Offer Agreement and as described in the Proxy
Statement/Prospectus.
In rendering our opinion, we have considered the applicable provisions of
legislation relating to UK taxation, secondary legislation promulgated
thereunder, pertinent judicial authorities, and statements of practice of the UK
Inland Revenue and such other authorities as we have considered relevant, in
each case as in effect on the date hereof. Statutes, secondary legislation,
judicial decisions and administrative interpretations and statements are subject
to change at any time and, in some circumstances, with retroactive effect. A
material change in the authorities upon which our opinion is based could affect
our conclusions.
Based solely upon the foregoing, we are of the opinion that the Tax Summary as
it relates to matters of UK income and capital tax law, although general in
nature, is, in all material respects, a fair and accurate summary of the
principal UK income tax and taxation of capital gains consequences of the Offer
under present law. As noted in the introductory paragraph of the Tax Summary,
the tax consequences with respect to any shareholder of CarnaudMetalbox will
depend upon that shareholder's particular circumstances and tax situation, and
we express
Crown Cork & Seal Company Inc.
November 13, 1995
Page 2
no belief with respect to the accuracy or completeness of the Tax Summary as
applied to any shareholder in particular.
Except as set forth above, we express no opinion as to the tax consequences (UK
or otherwise) of the Offer or of any transactions related thereto. This opinion
is solely for your benefit and is not to be used, quoted, circulated or
otherwise referred to without our express written permission. Notwithstanding
the previous sentence, we hereby consent to the references to us under the
captions "LEGAL OPINIONS" and "THE OFFER - Certain Tax Consequences of the
Offer" in the Proxy Statement/Prospectus forming a part of the Registration
Statement filed with the Securities and Exchange Commission in connection with
this transaction. We also consent to the filing of a copy of this opinion as an
exhibit to the Registration Statement. 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 Securities Act of 1933, as amended.
Yours truly
TITMUSS SAINER DECHERT