Exhibit 8
[HASKELL SLAUGHTER & YOUNG, L.L.C. LETTERHEAD]
PLEASE REPLY TO: BIRMINGHAM
July 23, 1996
Cobb Theatres, L.L.C.
Cobb Finance Corp.
The Cobb Building
24 Montclair Road
Birmingham, Alabama 35213
RE: EXCHANGE OFFER, 10-5/8% NEW SENIOR SECURED NOTES DUE
2003 FOR 10-5/8% SENIOR SECURED NOTES DUE 2003
Gentlemen:
We have served as counsel for Cobb Theatres, L.L.C., an Alabama
limited liability company (the "Company" or "Cobb"), and Cobb Finance
Corp., an Alabama corporation and a wholly-owned subsidiary of the Company
("Finance Corp." and, together with the Company, the "Issuers"), in
connection with the proposed exchange offer (the "Exchange Offer") which is
more fully described in the Registration Statement on Form S-4 (Commission
File No. 333-2724) filed under the Securities Act of 1933, as amended, with
the Securities and Exchange Commission on July 23, 1996 (the "Registration
Statement"), by the Issuers, to exchange $1,000 principal amount of its
10-5/8% New Senior Secured Notes due 2003 (the "New Senior Secured Notes")
for each $1,000 principal amount of its outstanding 10-5/8% Senior Secured
Notes due 2003 (the "Original Senior Secured Notes"), of which $85,000,000
in aggregate principal amount are outstanding as of the date hereof. All
capitalized terms, unless otherwise specified, shall have the meanings
assigned to them in the Registration Statement.
In connection with our opinion, we have examined or are familiar with
the originals or copies, certified or otherwise identified to our
satisfaction, of such documents, corporate records and other instruments as
we deem necessary or appropriate in order to enable us to render the
opinion below. In our examination, we have assumed the genuineness of all
signatures, legal capacity of all natural persons, authenticity of all
documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified, conformed or
photostatic copies, and the authenticity of the originals of such copies.
In rendering the opinion set forth below, we relied upon certain written
representations and covenants of the Company and Finance Corp., which are
annexed hereto.
In rendering our opinion, we have considered the applicable provisions
of the Internal Revenue Code of 1986, as amended (the "Code"), Treasury
Regulations, pertinent judicial authorities, interpretative rulings of the
Internal Revenue Service and such other authorities as we considered
relevant.
Based upon and subject to the foregoing, we are of the opinion that,
because the New Senior Secured Notes should not be considered to differ
materially either in kind or in extent from the Original Senior Secured
Notes pursuant to Treasury Regulations promulgated under Section 1001 of
the Code and proposed Treasury Regulation Sec. 1.1001-3, which will be
applicable only to modifications of debt instruments following a period of
time after the publication of final regulations, the exchange of the New
Senior Secured Notes for the Original Senior Secured Notes pursuant to the
Exchange Offer will not be treated as an "exchange" for federal income tax
purposes. As a result, no material federal income tax consequences should
result to holders exchanging Original Senior Secured Notes for New Senior
Secured Notes. If, however, the exchange of Original Senior Secured Notes
for New Senior Secured Notes were treated as an "exchange" for federal
income tax purposes, such transaction will constitute a reorganization
under Section 368(a) of the Code for federal income tax purposes and
holders of the Original Senior Secured Notes, who receive solely New Senior
Secured Notes in exchange therefor, will not recognize any gain or loss
upon such exchange.
Except as set forth above, we express no opinion as to the tax
consequences, whether federal, state, local or foreign, to any party to the
Exchange Offer or any other transaction related to the Exchange Offer or
contemplated by the Exchange Offer.
We hereby consent to the use of our name under the caption "CERTAIN
FEDERAL INCOME TAX CONSIDERATIONS" in the Prospectus which forms a part of
the Registration Statement, and to the filing of this opinion as an Exhibit
to the Registration Statement.
Very truly yours,
HASKELL SLAUGHTER & YOUNG, L.L.C.
By /s/ Ross N. Cohen
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Ross N. Cohen