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EXHIBIT 8.2
[Letterhead of]
CRAVATH, SWAINE & MOORE
[New York Office]
August 13, 1998
Corporate Property Investors, Inc.
Dear Sirs:
We have acted as your counsel in connection with the merger
contemplated by the Agreement and Plan of Merger (the "Merger Agreement") dated
as of February 18, 1998, among Simon DeBartolo Group, Inc., a Maryland
corporation ("SDG"), Corporate Property Investors, Inc., a Delaware corporation
("CPI"), and Corporate Realty Consultants, a Delaware corporation ("CRC"). In
that connection, you have asked for our opinion regarding CPI's current
qualification as a real estate investment trust (a "REIT") within the meaning of
Section 856(a) of the Internal Revenue Code of 1986, as amended to date (the
"Code") for purposes of the Proxy Statement/Prospectus dated August 13, 1998
(the "Proxy Statement"), to be distributed to stockholders of SDG in connection
with their approval of the Merger Agreement.
For purposes of this opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of (a) the
Declaration of Trust dated June 24, 1971, pursuant to which CPI was previously
organized, and the Trustees' Regulations of CPI adopted as authorized in the
Declaration of Trust, in each case as in effect prior to CPI's incorporation as
a Delaware corporation, (b) the Certificate of Incorporation of CPI dated March
10, 1998, and the Bylaws of CPI (c) certain information statements, offering
circulars and similar documents that were prepared in connection with CPI
securities offerings and borrowing transactions, (d) the records of the
proceedings of the Directors and Trustees, as applicable, of CPI and the
Investment Committee thereof, (e) certain Annual Reports issued by CPI, (f) an
audited annual financial statement of CPI showing the nature and amount of its
assets for the calendar year 1997 and the nature and amount of the income
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realized by it in the calendar year 1997 and unaudited financial statements
showing such information for each quarter in 1997 and the first two quarters of
1998, (g) a schedule showing certain information concerning the owner ship of
shares of CPI in 1997, (h) a representation letter from CPI dated August 13,
1998 regarding certain factual matters and (i) such other documents and records
as we deemed necessary for purposes of rendering such opinion. We also have
relied upon certain additional information as to matters of fact furnished by
officers and representatives of CPI.
Based upon the foregoing, we are of opinion that, subject to
compliance by CPI with the requirement of timely filing a return as a REIT for
its taxable year ended December 31, 1997, the making of an appropriate dividends
paid election therein and the distribution of sufficient dividends attributable
to such taxable year to satisfy Section 857(a) of the Code, (i) CPI qualified as
a REIT within the meaning of Section 856(a) of the Code for its taxable year
ended December 31, 1997, and that, if CPI continues its operations in the same
manner as its operations from January 1, 1997 to the date hereof, CPI will
continue to so qualify and (ii) subject to the provisions of Section 7002 of the
IRS Restructuring and Reform Act of 1998, CPI and CRC are grandfathered from the
application of Section 269B(a)(3) of the Code pursuant to Section 136(c)(3) of
the Deficit Reduction Act of 1984. As part of the foregoing opinion, we have
reached the opinion that CPI has qualified as a REIT in each of the five years
preceding 1997.
Although we have assumed for purposes of this opinion that CPI
will continue its operations in the same manner as its operations from January
1, 1997 to the date hereof, we note that CPI's operations are expected to change
as a result of the merger contemplated by the Merger Agreement. We express no
opinion as to the effect of any such change in CPI's ability to qualify as a
REIT or otherwise express any opinion regarding CPI's qualification as a REIT
after such merger.
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We consent to the filing of this opinion as Exhibit 8.2 to the
Proxy Statement and to the reference to our firm name therein. In giving this
consent, we do not 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 or regulations of the SEC promulgated thereunder.
Very truly yours,
/s/ Cravath, Swaine & Moore
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Corporate Property Investors
Three Dag Hammarskjold Plaza
305 East 47th Street
New York, NY 10017
Attention of Mr. Harold E. Rolfe, Esq.
Vice President & General Counsel