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[LETTERHEAD OF DECHERT PRICE & RHOADS]
Exhibit 8.1
February 5, 1997
CLARK Material Handling Company
172 Trade Street
Lexington, Kentucky 40508
Re: Offer to Exchange
10 3/4% Senior Notes due 2006
for all outstanding
10 3/4% Senior Notes due 2006
of CLARK Material Handling Company
Ladies and Gentlemen:
We have acted as counsel for CLARK Material Handling Company,
a Delaware corporation having its principal office in Lexington, Kentucky (the
"Company"). We are giving this opinion in connection with the filing by the
Company of a Registration Statement on Form S-4, Registration No. 333-18957
(the "Registration Statement") with respect to the Exchange Offer.(1)
In arriving at our opinion we have examined and relied upon
the following documents: the Registration Statement; the Existing Notes and the
form of New Notes to be issued; the Indenture dated as of November 27, 1996, by
and between the Company and United States Trust Company of New York, as trustee;
and the Registration Rights Agreement. We have also read and relied upon such
records of the Company as we have deemed appropriate. For purposes of this
opinion, we have assumed the authenticity of original documents, the accuracy of
copies and the genuineness of signatures. We understand and assume that (i) each
agreement identified herein represents and will represent the valid and binding
obligation of the respective parties thereto, enforceable in accordance with its
respective terms, and the entire agreement between the parties with respect to
the subject matter thereof, (ii) the parties to each agreement have complied,
and will comply, with all of their respective covenants, agreements and
undertakings contained therein and (iii) the transactions provided for by each
agreement were and will be carried out in accordance with their terms.
Our opinion is based upon our analysis and interpretation of
the Internal Revenue Code of 1986, as amended (the "Code"), as well as upon
court decisions, regulations, and other administrative
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(1) All capitalized terms used herein that are not otherwise defined have the
same meaning as set forth in the Registration Statement.
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interpretations of such statutes as of the date hereof. For purposes of this
opinion, we assume that there will be no changes in applicable law between the
date hereof and the date of issuance of the New Notes. The statutory provisions,
regulations, and interpretations upon which our opinion is based are subject to
change, and such changes could apply retroactively. In addition, our opinion has
no binding effect on the Internal Revenue Service or on any court and only
represents our professional judgment. Thus, there can be no assurance that
positions contrary to those stated in our opinion may not be asserted by the
Internal Revenue Service or another taxing authority.
In our opinion, the description of the material United States
federal income tax consequences to a U.S. Holder that appears in the
Registration Statement under the caption "Certain Federal Income Tax
Considerations" is accurate in all material respects. Such description does not
discuss state, local or foreign tax consequences, nor does it discuss tax
consequences to certain categories of holders and our opinion is limited to
those United States tax consequences specifically described therein. This
opinion is given to the Company in connection with the filing of the
Registration Statement and for no other purpose. In giving the foregoing
opinion, we express no opinion other than as to the federal income tax laws of
the United States of America.
We consent to the filing of this opinion as Exhibit 8.1 to the
Registration Statement and to the reference to this opinion in the Registration
Statement. This opinion is not to be used or quoted for any other purpose
without our prior written approval in each instance.
Very truly yours,
/s/ Dechert Price & Rhoads