EXHIBIT 99.01
July 13, 2006
Citigroup Inc.
399 Park Avenue
New York, NY 10043
Citigroup Capital XIV
c/o Citigroup Inc.
399 Park Avenue
New York, NY 10043
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special counsel to Citigroup Capital XIV, a
Delaware statutory trust (the "Trust"), and Citigroup Inc., a Delaware
corporation (the "Company"), in connection with the public offering by the Trust
of 22,600,000 of its 6.875% enhanced trust preferred securities (liquidation
amount $25 per capital security) (the "Capital Securities") and related issuance
by the Company of $566,000,000 aggregate principal amount of 6.875% junior
subordinated deferrable interest debentures due June 30, 2066 (the "Junior
Subordinated Debt Securities ").
This opinion is being furnished to you in accordance with the
requirements of Item 601(b)(8) of Regulation S-K under the Securities Act of
1933.
In connection with our opinion, we have examined and relied on
originals or copies, certified or otherwise identified to our satisfaction, of
the Registration Statement, the final prospectus dated June 26, 2006 (the
"Prospectus") and such other documents, certificates and records as we have
deemed necessary or appropriate as a basis for the opinion set forth herein. We
have also relied upon statements and representations made to us by
representatives of the Company and the Trust and have assumed that such
statements and the facts set forth in such representations are true, correct and
complete without regard to any qualification as to knowledge or belief. For
purposes of this opinion, we have assumed the validity and the initial and
continuing accuracy of the documents, certificates, records, statements and
representations referred to above. We have also assumed that the transactions
related to the offering of the Capital Securities will be consummated in the
manner contemplated by the Prospectus.
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In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, conformed, photostatic, electronic
or facsimile copies, and the authenticity of the originals of such latter
documents. In making our examination of documents executed, or to be executed,
by the parties indicated therein, we have assumed that each party has, or will
have, the power, corporate or other, to enter into and perform all obligations
thereunder, and we have also assumed the due authorization by all requisite
action, corporate or other, and execution and delivery by each party indicated
in the documents and that such documents constitute, or will constitute, valid
and binding obligations of each party.
In rendering our opinion, we have considered the applicable
provisions of the Internal Revenue Code of 1986, as amended, Treasury Department
regulations promulgated thereunder, pertinent judicial authorities, interpretive
rulings of the Internal Revenue Service and such other authorities as we have
considered relevant. It should be noted that statutes, regulations, judicial
decisions and administrative interpretations are subject to change or differing
interpretations, possibly with retroactive effect. There can be no assurance,
moreover, that the opinion expressed herein will be accepted by the Internal
Revenue Service or, if challenged, by a court of law. A change in the
authorities or the accuracy or completeness of any of the information,
documents, certificates, records, statements, representations or assumptions on
which our opinion is based could affect our conclusions.
Based upon the foregoing and in reliance thereon, and subject to the
qualifications, exceptions, assumptions and limitations contained herein or in
the Prospectus, we are of the opinion that, under current United States federal
income tax law:
1. Although the matter is not free from doubt, the Junior Subordinated Debt
Securities held by the Trust, will be classified for United States federal
income tax purposes as indebtedness of the Company.
2. The Trust will be classified for United States federal income tax purposes
as a grantor trust and not as an association taxable as a corporation.
3. Although the discussion set forth in the Prospectus under the heading
"UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS" does not purport to
discuss all possible United States federal income tax consequences of the
purchase, ownership and disposition of the Capital Securities, such
discussion constitutes, in all material respects, a fair and accurate
summary of the United States federal income tax consequences described
therein.
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Except as set forth above, we express no opinion to any party as to
any tax consequences, whether federal, state, local or foreign, of the Capital
Securities or of any transaction related thereto. This opinion is expressed as
of the date of effectiveness of the Registration Statement, and we are under no
obligation to supplement or revise our opinion to reflect any legal developments
or factual matters arising subsequent to such date or the impact of any
information, document, certificate, record, statement, representation or
assumption relied upon herein that becomes incorrect or untrue. 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 8.1 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.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom LLP
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