EXHIBIT 8.1
Paul, Weiss, Rifkind, Wharton & Garrison
July 2, 1999
CD Radio Inc.
1221 Avenue of the Americas
New York, New York 10020
CD Radio Inc.
Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as United States federal income tax counsel for
CD Radio Inc., a Delaware corporation (the "Company"), in connection with the
offer to exchange up to $200,000,000 aggregate principal amount of the Company's
14 1/2% Senior Secured Notes due 2009 (the "New Notes"), which are proposed to
be registered under the Securities Act of 1933, as amended (the "Securities
Act"), for a like principal amount of the Company's issued and outstanding
14 1/2% Senior Secured Notes due 2009.
We are giving this opinion in connection with the Registration
Statement on Form S-4 (the "Registration Statement") filed by the Company with
the Securities and Exchange Commission (the "Commission") on the date of this
letter, in accordance with the Securities Act and the rules and regulations of
the Commission under the Securities Act, relating to the registration by the
Company of the New Notes. Capitalized terms used but not defined in this letter
have the respective meanings ascribed to them in the Registration Statement.
2
In rendering our opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the Registration
Statement and those agreements and other documents which we have deemed relevant
and necessary and we have made those investigations of law which we have deemed
appropriate as a basis for the opinion expressed below. In our examination, we
have assumed the authenticity of original documents, the accuracy of copies and
the genuineness of signatures. We understand and assume that (i) each of these
agreements represents the valid and binding obligation of the respective parties
to the agreements, enforceable in accordance with its respective terms and the
entire agreement between the parties with respect to the subject matter of the
agreement, (ii) the parties to each agreement have complied, and will comply,
with all of their respective covenants, agreements and undertakings contained in
the agreement and (iii) the transactions provided for by each agreement were and
will be carried out in accordance with their terms.
The opinion set forth in this letter is limited to the Internal
Revenue Code of 1986, as amended (the "Code"), administrative rulings, judicial
decisions, Treasury regulations and other applicable authorities, all as in
effect on the date of this letter. The statutory provisions, regulations and
interpretations upon which our opinion is based are subject to change, and any
change could apply retroactively. Any change could affect the continuing
validity of the opinion described in this letter. We assume no responsibility to
advise you of any subsequent changes in existing law or facts, nor do we assume
any responsibility to update this opinion with respect to any matters expressly
described in this letter, and no opinions are to be implied or may be inferred
beyond the matters expressly so stated.
The opinion in this letter has no binding effect on the United
States Internal Revenue Service or the courts of the United States. No assurance
can be given that, if the matter were contested, a court would agree with the
opinion in this letter.
Based upon and subject to the above, the discussion in the
Registration Statement under the heading "Certain United States Federal Income
Tax Considerations" constitutes our opinion with respect to those matters. While
this description discusses the material anticipated United States federal income
tax consequences applicable to particular holders who are United States Persons,
it does not purport to discuss all United States federal income tax consequences
and our opinion is limited to those United States federal income tax
consequences specifically discussed under that heading.
In giving the above opinion, we express no opinion other than
as to the federal income tax laws of the United States of America.
3
We are furnishing this letter in our capacity as United States
federal income tax counsel to the Company. This letter is not to be used,
circulated, quoted or otherwise referred to for any other purpose, except as
described below.
We consent to the use of our name in the Registration Statement
as our name appears under the caption "Legal Matters" and to the use of this
letter as an exhibit to the Registration Statement. In giving this consent, we
do not admit that we come within the category of persons whose consent is
required by the Securities Act or by the rules and regulations under the
Securities Act.
Very truly yours,
PAUL, WEISS, RIFKIND, WHARTON & GARRISON