EXHIBIT 8.1
OPINION OF BODMAN LLP RE MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
[BODMAN LLP LETTERHEAD]
April 3, 2007
Titan International, Inc.
2701 Spruce Street
Quincy, IL 62301
Ladies and Gentlemen:
We are acting as special counsel for Titan International, Inc., an Illinois
corporation (the "Company"), in connection with its filing with the Securities
and Exchange Commission of a Registration Statement on Form S-4 (the
"Registration Statement") with respect to the registration under the Securities
Act of 1933 (the "Act") of the offer and exchange by the Company (the "Exchange
Offer") of up to $200,000,000 aggregate principal amount of the Company's 8%
Senior Unsecured Notes due 2012 to be registered under the Act (the "New
Notes"), which New Notes will be guaranteed by each of the guarantors named in
Schedule I hereto (the "Guarantors"), for a like principal amount of the
Company's outstanding 8% Senior Unsecured Notes due 2012 (the "Old Notes"),
which Old Notes have also been guaranteed by the Guarantors. The Old Notes were
issued pursuant to an Indenture, dated December 28, 2006 (the "Indenture"),
between the Company and U.S. Bank National Association, as trustee. Unless
otherwise indicated, capitalized terms not defined herein have the meanings set
forth in the Registration Statement.
In connection with our opinion, we have reviewed (without any independent
verification of the matters set forth therein) the Registration Statement,
including the exhibits thereto, the Indenture and such other documents, records
and instruments that we have deemed necessary or appropriate for purposes of
this opinion. We have relied upon the truth and accuracy at all relevant times
of the facts and statements contained in the Registration Statement and the
Indenture, and have assumed that the Exchange Offer will be consummated in
accordance with all the terms set forth therein and without any waiver of any
material provision thereof.
Based upon the foregoing, and subject to the assumptions, exceptions,
limitations and qualifications set forth herein and set forth in the discussion
in the Registration Statement under the heading "Material United States Federal
Income Tax Considerations," we hereby confirm that the opinion stated in the
Registration Statement, under the heading "Material United States Federal Income
Tax Considerations," constitutes our opinion as to the material U.S. federal
income tax consequences of the Exchange Offer relevant to holders of the Old
Notes.
This opinion represents our best judgment regarding the application of
federal income tax laws under the Internal Revenue Code of 1986, as amended,
existing judicial decisions, administrative regulations and published rulings
and procedures. Our opinion is not binding upon the Internal Revenue Service or
the courts, and there is no assurance that the Internal Revenue Service will not
successfully assert a contrary position. This opinion is being delivered prior
to the consummation of the proposed transaction and therefore is prospective and
dependent on future events. No assurance can be given that future legislative,
judicial or administrative changes, on either a prospective or retroactive
basis, or future factual developments, would not adversely affect the accuracy
of the conclusion stated herein. We undertake no responsibility to advise you of
any new developments in the facts or in the application or interpretation of the
federal income tax laws. Furthermore, in the event any one of the facts or
statements or assumptions upon which we have relied to issue this opinion is
incorrect, our opinion might be adversely affected and may not be relied upon.
This opinion addresses only the matters described above, and does not
address any other federal, state, local or foreign tax consequences that may
result from the Exchange Offer, or any other transaction (including any
transaction undertaken in connection with the foregoing).
We hereby consent to the filing of this opinion as Exhibit 8.1 to the
Registration Statement filed by the Company to register the New Notes under the
Act and to the reference to us in the prospectus and any prospectus supplements
contained therein under the caption "Material United States Federal Income Tax
Considerations." In giving such consent, we do not hereby admit that we are
included in the category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Securities and Exchange Commission
promulgated thereunder.
Very truly yours,
BODMAN LLP
/s/ Barbara A. Bowman
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By: Barbara A. Bowman, a partner
SCHEDULE I TO OPINION
GUARANTORS
JURISDICTION OF PERCENTAGE OF
NAME OF SUBSIDIARY INCORPORATION OWNERSHIP
- ------------------ --------------- -------------
Titan Marketing Services, Inc. Illinois 100%
Titan Wheel Corporation of Illinois Illinois 100%
Titan Wheel Corporation of Iowa Iowa 100%
Titan Wheel Corporation of South Carolina South Carolina 100%
Titan Wheel Corporation of Virginia Virginia 100%
Titan Investment Corporation Illinois 100%
Titan Tire Corporation Illinois 100%
Titan Tire Corporation of Bryan Ohio 100%
Titan Tire Corporation of Freeport Illinois 100%
Titan Tire Corporation of Natchez Mississippi 100%
Titan Tire Corporation of Texas Texas 100%
Titan Distribution, Inc. Illinois 100%
Dyneer Corporation Delaware 100%
Dico, Inc. Delaware 100%
Automotive Wheels, Inc. California 100%
Nieman's, Ltd. Iowa 100%