EXHIBIT 8.2
February 25, 1998
Camden Property Trust
3200 Southwest Freeway
Suite 1500
Houston, Texas 77027
Oasis Residential, Inc.
4041 East Sunset Road
Henderson, Nevada 89014
Ladies and Gentlemen:
We have acted as counsel to Camden Property Trust ("Camden"), a Texas real
estate investment trust, in connection with the execution and delivery of the
Agreement and Plan of Merger (the "Agreement") dated as of December 16, 1997, as
amended by Amendment No. 1, dated as of February 4, 1998, by and among Camden,
Oasis Residential, Inc. ("Oasis"), a Nevada corporation and Camden Subsidiary
II, Inc. ("Camden Sub"), a Delaware corporation wholly owned by Camden.
Pursuant to Section 6.3(d) of the Agreement, we have been asked to provide an
opinion on certain federal income tax matters related to Camden. Capitalized
terms used in this letter and not otherwise defined herein have the meaning set
forth in the Proxy Statement/Prospectus (as hereinbelow defined).
The opinions set forth in this letter are based on relevant provisions of
the Internal Revenue Code of 1986, as amended (the "Code"), Treasury Regulations
thereunder (including proposed and temporary Regulations), and interpretations
of the foregoing as expressed in court decisions, the legislative history and
existing administrative rulings and practices of the Internal Revenue Service
("IRS") (including its practices and policies in issuing private letter rulings,
which are not binding on the IRS except with respect to a taxpayer that receives
such a ruling), all as of the date hereof. These provisions and interpretations
are subject to change, which may or may not be retroactive in effect, that might
result in modifications of our opinion.
In rendering the following opinion, we have examined such statutes,
regulations, records, certificates and other documents as we have considered
necessary or appropriate as a basis for such opinion, including, but not limited
to, the following: (1) the Agreement, (2) the Registration Statement on Form S-
4, containing the Joint Proxy Statement/Prospectus of Camden and Oasis, filed
with the Securities and Exchange Commission on February 6, 1998 (file number
333-45817), as amended through the date hereof (the "Proxy
Statement/Prospectus"); (3) the Amended and Restated Declaration of Trust of
Camden and all amendments thereto through the date hereof (the "Charter"); and
(4) certain written representations of Camden contained in an Officer's
Certificate to counsel for Camden Property Trust Regarding Certain Income Tax
Matters, dated on or about the date hereof (the "Camden Officer's Certificate").
In our review, we have assumed, with your consent, that all of the
representations and statements set forth in the documents we reviewed are true
and correct, and all of the obligations imposed under such documents including
without limitation the Charter, have been and will be performed or satisfied in
accordance with their terms. In connection with rendering the opinion herein,
we have also assumed (without any independent investigation or review thereof)
that:
1. Oasis is a validly organized and duly incorporated corporation
existing under the laws of the State of Nevada; and further, that commencing
with Oasis's taxable year ended December 31, 1993 and continuing through the
date hereof, Oasis has been organized and has operated in conformity with the
requirements for qualification and taxation as a real estate investment trust
("REIT") under the Code (including without limitation any and all asset, income
and diversity of ownership requirements thereunder) and has in fact qualified as
a REIT during such period.
2. The proposed operations of Oasis will enable Oasis to continue to
maintain its status as a REIT under the Code through the Merger; and further,
that the sources of income and assets of Oasis and the ownership of equity
interests in Oasis will be structured in a manner which will perpetuate its
status as a REIT during such future taxable years.
3. Each entity formed as a partnership or limited liability company under
applicable state law, in which Camden, Oasis or Camden Sub owns a direct or
indirect interest, is, for federal income tax purposes, properly classified as a
partnership; and further, that each such entity has been classified as a
partnership for federal income tax purposes during the entire period of its
existence during which Camden, Oasis or Camden Sub has owned such direct or
indirect interest therein.
4. Camden is a validly organized and duly formed real estate investment
trust existing under the laws of the State of Texas; and further, that Camden
Sub is a validly organized and duly incorporated corporation existing under the
laws of the State of Delaware.
5. The Merger will be consummated in accordance with the Agreement and as
described in the Proxy Statement/Prospectus (including satisfaction of all
covenants and conditions to the obligations of the parties without amendment or
waiver thereof); the Merger will qualify as a merger under the applicable laws
of Texas and Nevada; each of Camden and Oasis will comply with all reporting
obligations with respect to the Merger required under the Code, and the Treasury
Regulations thereunder; and the Agreement and all other documents and
instruments referred to therein or in the Proxy Statement/Prospectus are valid
and binding in accordance with their terms.
For purposes of rendering our opinion, we have not made an independent
investigation or audit of any of the facts set forth in any of the above-
referenced documents, including the Proxy Statement/Prospectus and the Camden
Officer's Certificate, or with regard to the assumptions set forth above.
Consequently, we have relied upon your representations and have assumed that the
information presented in such documents or otherwise furnished to us accurately
and completely describes all material facts relevant to our opinions. No facts
have come to our attention, however, that would cause us to conclude that such
facts or documents are inaccurate or incomplete in any material way.
Any inaccuracy in, or breach of, any of the aforementioned statements,
representations, warranties and assumptions or any change after the date hereof
in applicable law could adversely affect our opinion. No ruling has been (or
will be) sought from the IRS by Camden or Oasis as to the federal income tax
matters addressed in this opinion.
Based upon our examination of the foregoing items and subject to and
limited by the assumptions, exceptions, limitations and qualifications set forth
herein, we are of the opinion that commencing with Camden's taxable year ended
December 31, 1993. Camden was organized and has operated in conformity with the
requirements for qualification and taxation as a real estate investment trust
("REIT") under the Code, after giving effect to the Merger, Camden's proposed
method of operation will enable it to continue to meet the requirements for
qualification and taxation as a REIT under the Code, and the opinion and
discussion contained under the caption "Federal Income Tax Considerations" in
the Proxy Statement/Prospectus accurately reflects existing law and fairly
addresses the material federal income tax issues described therein.
We assume no obligation to advise you of any changes in our opinion
subsequent to the delivery of this opinion letter. Camden's qualification as a
REIT depends upon Camden's ability to meet on a continuing basis, through actual
annual operating and other results, the various requirements under the Code with
regard to, among other things, the sources of its gross income, the composition
of its assets, the level of its distributions to stockholders, and the diversity
of its stock ownership. We have not undertaken to review or audit Camden's
compliance with these requirements on a continuing basis. Accordingly, no
assurance can be given that the actual operating results of Camden, and the
entities in which Camden owns interests, the sources of their income, the nature
of their assets, the level of distributions to shareholders and the diversity of
stock ownership for any given taxable year has satisfied or will satisfy the
requirements under the Code for qualification and taxation as a REIT.
An opinion of counsel merely represents counsel's best judgment with
respect to the probable outcome on the merits and is not binding on the IRS or
the courts. There can be no assurance that positions contrary to our opinions
will not be taken by the IRS, or that a court considering the issues would not
hold contrary to such opinions.
This opinion letter has been prepared solely for your benefit pursuant to
Section 6.2(d) and 6.3(d) of the Agreement. The opinion may not be used or
relied upon by any other person or for any other purpose and may not be
disclosed, quoted, filed with a governmental agency or otherwise referred to
without our prior written consent. Notwithstanding the foregoing, we hereby
consent to the filing of this opinion letter as Exhibit 8.3 to the Proxy
Statement/Prospectus and to the reference to this firm under the caption "Legal
Opinions" in the Proxy Statement/Prospectus. In giving such consent, we do not
thereby admit that we are an "expert" within the meaning of the Securities Act
of 1933, as amended.
Sincerely yours,
Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.