Exhibit 8
May 14, 1996
K-III Communications Corporation
745 Fifth Avenue
New York, NY 10151
Dear Sirs:
We have acted as counsel to K-III Communications Corporation, a
Delaware corporation (the "Company"), in connection with the preparation and
filing by the Company with the Securities and Exchange Commission of a
Registration Statement on Form S-4 filed on the date hereof (as amended, the
"Registration Statement") under the Securities Act of 1933, as amended, with
respect to (i) up to $300,000,000 in aggregate principal amount of 8 1/2% Senior
Notes due 2006 of the Company (the "Notes") to be issued in exchange for the
$300,000,000 in aggregate principal amount of the Company's outstanding 8 1/2%
Senior Notes due 2006 (the "Old Notes"), and the unconditional guarantees of
such Notes (the "Guarantees") by the subsidiaries of the Company listed on
Schedule I hereto (the "Guarantors"), (ii) up to 2,000,000 shares of $10.00
Series D Exchangeable Preferred Stock, par value $.01 per share and liquidation
value $100 per share, of the Company (the "Preferred Stock") to be issued in
exchange for the
K-III Communications Corp. -2- May 14, 1996
Company's $10.00 Series C Exchangeable Preferred Stock (the "Old Preferred
Stock"), and (iii) up to $200,000,000 in aggregate principal amount of the
Company's 10% Class D Subordinated Debentures due 2008 (the "Subordinated
Debentures") issuable, at the Company's option, in exchange for the Preferred
Stock, all as described in the Registration Statement.
In connection with the aforementioned we have given the opinions
contained in the section of the Registration Statement entitled "Certain Federal
Income Tax Considerations".
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the section entitled
"Certain Federal Income Tax Considerations".
This opinion is rendered to you in connection with the above-described
transactions. This opinion may not be relied upon by you for any other purpose,
or relied upon by, or furnished to, any other person, firm or corporation
without our prior written consent.
Very truly yours,
SIMPSON THACHER & BARTLETT
Schedule I
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Jurisdiction of
Guarantor Incorporation
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Argus Publishers Corporation California
Bacon's Information, Inc. Delaware
Channel One Communications Corporation Delaware
Daily Racing Form, Inc. Delaware
DRF Finance, Inc. Delaware
The Electronics Source Book, Inc. Delaware
Funk & Wagnalls Yearbook Corp. Delaware
Haas Publishing Companies, Inc. Delaware
Intermodal Publishing Company, Ltd. New York
Intertec Market Reports, Inc. Delaware
Intertec Presentations, Inc. Colorado
Intertec Publishing Corporation Delaware
Krames Communications Incorporated Delaware
K-III Directory Corporation Delaware
K-III Holdings Corporation III Delaware
K-III HPC, Inc. Delaware
K-III KG Corporation--Massachusetts Massachusetts
K-III KG Corporation--New York I New York
K-III KG Corporation--New York II New York
K-III Magazine Corporation Delaware
K-III Magazine Finance Corporation Delaware
K-III Prime Corporation Delaware
K-III Reference Corporation Delaware
The Katharine Gibb Schools, Inc. Delaware
The Katharine Gibb Schools of Montclair, Inc. New Jersey
The Katharine Gibb Schools of Norwalk, Inc. Connecticut
The Katharine Gibb Schools of Piscataway, Inc. New Jersey
The Katharine Gibb Schools of Providence, Inc. Rhode Island
Lifetime Learning Systems, Inc. Delaware
McMullen Argus Publishing, Inc. California
K-III Communications Corp. -2- May 14, 1996
MH West, Inc. California
Musical America Publishing, Inc. Delaware
Nelson Publications, Inc. Delaware
Newbridge Communications, Inc. Delaware
Paramount Publishing Inc. California
PJS Publications, Inc. Delaware
R.E.R. Publishing Corporation New York
Stagebill, Inc. Delaware
Symbol of Excellence Publishers, Inc. Alabama
Weekly Reader Corporation Delaware