EXHIBIT 8
[LETTERHEAD OF CLEARY GOTTLIEB STEEN & HAMILTON LLP]
Writer's Direct Dial: (212) 225-2980
August 1, 2005
Citigroup Funding Inc.
Citigroup Inc.
TARGETS Trust XXV, TARGETS Trust XXVI,
TARGETS Trust XXVII
c/o Citigroup Funding Inc.
399 Park Avenue
New York, New York 10043
Ladies and Gentlemen:
We have acted as special tax counsel to Citigroup Funding Inc., a
Delaware corporation (the "COMPANY"), Citigroup Inc., a Delaware corporation
(the "GUARANTOR"), and TARGETS Trust XXV, TARGETS Trust XXVI and TARGETS Trust
XXVII (each, a "TRUST" and together, the "TRUSTS"), each a statutory trust
formed under the laws of the State of Delaware in connection with the
preparation of a Registration Statement on Form S-3 (the "REGISTRATION
STATEMENT") initially filed with the Securities and Exchange Commission (the
"COMMISSION") on July 20, 2005, for the purpose of registering (i) Targeted
Growth Enhanced Terms Securities ("TARGETS") of each Trust representing
undivided beneficial interests in the assets of each Trust, (ii) certain
securities to be acquired by each Trust representing interests in a forward
contract of the Company (each, a "FORWARD CONTRACT") which are to be issued
pursuant to an indenture (the "INDENTURE") and the guarantee of the Guarantor
with respect to the Forward Contract Securities, a form of which Forward
Contract and Indenture are included as an exhibit to the Registration Statement,
among the Company, the Guarantor and JPMorgan Chase Bank, N.A., as indenture
trustee, and (iii) a guarantee of the Company with respect to the TARGETS of
each Trust and a guarantee of the Guarantor with respect to the Company's
guarantee of the TARGETS of each Trust (each, a "TARGETS GUARANTEE"), a form of
which is included as an exhibit to the Registration Statement.
The TARGETS of each Trust are to be issued pursuant to an Amended
and Restated Declaration of Trust, a form of which is included as an exhibit to
the Registration Statement (each, a "DECLARATION"), among the Company, as
sponsor, Chase Bank USA National Association, as the Delaware trustee, JPMorgan
Chase Bank, N.A., as institutional trustee, and Scott Freidenrich, Geoffrey S.
Richards and Cliff Verron, as regular trustees (together, the "REGULAR
TRUSTEES").
In rendering the opinion expressed below, we have assumed that the
(i) the Indenture (as supplemented by a resolution of the Board of Directors of
each of the Company and the Guarantor, including any authorized committee
thereof, or by a supplemental indenture, in either case relating to the Forward
Contract with respect to each Trust) and the Forward Contract to be issued
thereunder have each been duly executed and delivered by the parties thereto,
(ii) the Declaration of each Trust has been duly executed and delivered by the
parties thereto, (iii) the TARGETS of each Trust have been executed and issued
in accordance with the Declaration of such Trust, (iv) the TARGETS Guarantee
with respect to the TARGETS of each Trust has been duly executed and delivered,
and (v) the transactions relating to the issuance of the TARGETS of each Trust
have taken place as described in the Registration Statement.
We hereby confirm that we are of the opinion that the statements
set forth under the heading "Certain United States Federal Income Tax
Considerations" in the prospectus contained in the Registration Statement (the
"PROSPECTUS"), insofar as such statements purport to summarize certain federal
income tax laws of the United States, constitute a fair summary of the principal
U.S. federal income tax consequences of an investment in the TARGETS.
We hereby consent to the use of our name under the heading "Legal
Matters" in the Prospectus and the filing of this opinion with the Commission as
Exhibit 8 to the Registration Statement. In giving this consent, we do not
thereby admit that we are within 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 Commission promulgated thereunder. This opinion is
expressed as of the date hereof unless otherwise expressly stated and applies
only to the disclosure under the heading "Certain United States Federal Income
Tax Considerations" set forth in the Prospectus.
We are furnishing this opinion letter to each of you, solely for
your benefit in connection with the preparation of the Registration Statement.
This letter is not to be relied on by or furnished to any other person or used,
circulated, quoted or otherwise referred to for any other purpose. We assume no
obligation to advise you, or to make any investigations, as to any legal
developments or factual matters arising subsequent to the date hereof that might
affect the views expressed herein.
Very truly yours,
CLEARY GOTTLIEB STEEN & HAMILTON LLP
By: /s/ Erika W. Nijenhuis
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Erika W. Nijenhuis, a Partner
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