Exhibit 8
[Letterhead of Cleary Gottlieb Steen & Hamilton LLP]
Writer's Direct Dial: (212) 225-2980
E-Mail: enijenhuis@cgsh.com
July 19, 2006
Citigroup Funding Inc.
Citigroup Inc.
Safety First Trust Series 2006-1, Safety First Trust
Series 2006-2, Safety First Trust Series 2006-3,
Safety First Trust Series 2006-4, Safety First Trust Series
2006-5, Safety First Trust Series 2006-6,
Safety First Trust Series 2006-7, Safety First Trust
Series 2006-8, Safety First Trust Series 2006-9,
Safety First Trust Series 2006-10
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 Safety First Trust Series 2006-1, Safety First Trust
Series 2006-2, Safety First Trust Series 2006-3, Safety First Trust Series
2006-4, Safety First Trust Series 2006-5, Safety First Trust Series 2006-6,
Safety First Trust Series 2006-7, Safety First Trust Series 2006-8, Safety First
Trust Series 2006-9 and Safety First Trust Series 2006-10 (each, a "Trust" and,
collectively, the "Trusts"), each a statutory trust formed under the laws of the
State of Delaware, in connection with the preparation of an automatic shelf
registration statement on Form S-3 (the "Registration Statement") to be filed
with the Securities and Exchange Commission (the "Commission") on or about July
19, 2006, for the purpose of registering (i) Principal-Protected Trust
Certificates (the "Certificates") of each Trust representing undivided
beneficial interests in the assets of each Trust and (ii) a guarantee of the
Company with respect to the Certificates of each Trust and a guarantee of the
Guarantor with respect to the Company's guarantee of the Certificates of each
Trust (each, a "Certificate Guarantee"), a form of which is included as an
exhibit to the Registration Statement.
The Certificates of each Trust are to be issued pursuant to an Amended
and Restated Declaration of Trust (each, a "Declaration"), a form of which is
included as an exhibit to the Registration Statement, to be entered into among
the Company, as sponsor, the Guarantor, U.S. Bank Trust National Association, as
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the Delaware trustee, U.S. Bank National Association, as institutional trustee,
and Scott Freidenrich, Geoffrey S. Richards and Cliff Verron (each, a "Regular
Trustee" and, collectively, the "Regular Trustees").
In arriving at the opinion expressed below, we have reviewed the
following documents:
(a) the Registration Statement and the documents incorporated by
reference therein;
(b) the Form of the Certificates;
(c) the form of Declaration of the Trusts;
(d) the Indenture, dated as of June 1, 2005, among the Company, the
Guarantor and JPMorgan Chase Bank, N.A., as indenture trustee;
(e) the Form of Notes for Equity-Index Participation Securities
issued pursuant to the Indenture; and
(f) the form of Warrant Agreement to be entered into among the
Company, the Guarantor and U.S. Bank National Association, as
warrant agent.
In rendering the opinion expressed below, we have, without
independent investigation, assumed the completeness, authenticity and validity
of all such documents submitted to us as originals and the conformity to the
originals of all documents submitted to us as copies, and have assumed that the
respective parties thereto and all persons having obligations thereunder will
act in all respects at all relevant times in conformity with the requirements
and provisions of such documents. In addition, we have assumed the accuracy of
all representations made to us upon the filing of the Registration Statement and
we have made such investigations of law as we have deemed appropriate as a basis
for the opinion expressed below.
Based on the foregoing, 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
Certificates.
The foregoing opinion is based on the Internal Revenue Code of 1986,
as amended, (the "Code") and applicable regulations, rulings and judicial
decisions, in each case as in effect on the date hereof, and this opinion may be
affected by amendments to the Code or to the regulations thereunder or by
subsequent judicial or administrative interpretations thereof. We express no
opinion other than as to the federal income tax laws of the United States of
America, and we undertake no responsibility to update or supplement our opinion.
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
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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