Exhibit 8.1
To Call Writer Directly:
(212) 446-4800
June 3, 2003
Town Sports International, Inc.
888 Seventh Avenue
New York, NY 10106
Re: Exchange Offer for $255,000,000 9-5/8% Senior Notes due 2011 for up
to $255,000,000 95/8% Senior Exchange Notes due 2011
Dear Ladies and Gentlemen:
We have acted as counsel to Town Sports International, Inc. (the
"Company") in connection with the Company's proposed offer (the "Exchange
Offer") to exchange an aggregate principal amount at maturity of up to
$255,000,000 9-5/8% Senior Notes due 2011 (the "Old Notes") for up to
$255,000,000 9-5/8% Senior Exchange Notes due 2011 (the "Exchange Notes"),
pursuant to a Registration Statement on Form S-4 filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended. Such
Registration Statement, as amended or supplemented, is hereinafter referred to
as the "Registration Statement."
You have requested our opinion as to certain United States federal income
tax consequences of the Exchange Offer. In preparing our opinion, we have
reviewed and relied upon the Registration Statement and such other documents as
we deemed necessary.
On the basis of the foregoing, it is our opinion that under current law
the exchange of the Old Notes for the Exchange Notes pursuant to the Exchange
Offer should not be treated as an "exchange" for United States federal income
tax purposes, because the Exchange Notes should not be considered to differ
materially in kind or extent from the Old Notes. Rather, the Exchange Notes
received by a holder should be treated as a continuation of the Old Notes in the
hands of that holder. Accordingly, there should be no federal income tax
consequences to holders solely as a result of the exchange of the Old Notes for
Exchange Notes under the Exchange Offer.
The opinion set forth above is based upon the applicable provisions of the
Internal Revenue Code of 1986, as amended, the Treasury Regulations promulgated
or proposed thereunder, current positions of the Internal Revenue Service (the
"IRS") contained in published revenue rulings, revenue procedures, and
announcements, existing judicial decisions and other applicable authorities, all
of which are subject to change, which changes may be retroactively applied. A
change in the authorities upon which our opinion is based could affect our
conclusions. No tax ruling has been sought from the IRS with respect to any of
the matters
Town Sports International, Inc.
June 3, 2003
Page 2
discussed herein. Unlike a ruling from the IRS, an opinion of counsel is not
binding on the IRS. Hence, no assurance can be given that the opinion stated in
this letter will not be successfully challenged by the IRS or that a court would
reach the same conclusion. We express no opinion concerning any tax consequences
of the Exchange Offer except as expressly set forth above.
We consent to the filing of this opinion as an exhibit to the Registration
Statement, to the reference to this firm and the inclusion of our opinion in the
section entitled "Certain U.S. Federal Income Tax Considerations" in the
Registration Statement. In giving this 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, or the rules and regulations of the
Securities and Exchange Commissions promulgated thereunder.
Yours very truly,
/s/ Kirkland & Ellis
---------------------------------
KIRKLAND & ELLIS