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EXHIBIT 8
[GREENBERG, TRAURIG, HOFFMAN, LIPOFF, ROSEN & QUENTEL LETTERHEAD]
June 13, 1996
American Asset Advisers Trust, Inc.
8 Greenway Plaza, Suite 824
Houston, Texas 77046
Re: American Asset Advisers Trust, Inc.
Dear Sir or Madam:
You have requested certain opinions regarding the application
of U.S. federal income tax laws to American Asset Advisers Trust, Inc. (the
"Company") in connection with Amendment No. 1 to the registration statement on
Form S-11 filed with the Securities and Exchange Commission on June 14, 1996,
and the amendments thereto (the "Registration Statement"). All capitalized terms
used but not otherwise defined herein shall have the respective meanings given
them in the prospectus included in the Registration Statement.
In rendering the following opinions, we have examined such
statutes, regulations, records, certificates and other documents as we have
considered necessary or appropriate as a basis for such opinions, including the
following: (1) the Registration Statement (including all Exhibits thereto and
all amendments made thereto through the date hereof), (2) the Articles of
Incorporation of the Company, together with all amendments, (3) certain written
representations of the Company and (4) such other documents or information as we
have deemed necessary to render the opinions set forth in this letter. In our
review, we have assumed, with your consent, that the documents listed above that
we reviewed in proposed form will be executed in substantially the same form,
all of the representations and statements set forth in such documents are true
and correct, and all of the obligations imposed by any such documents on the
parties thereto, including obligations
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June 13, 1996
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imposed under the Articles of Incorporation of the Company, have been or will be
performed or satisfied in accordance with their terms. We also have assumed the
genuineness of all signatures, the proper execution of all documents, the
authenticity of all documents submitted to us as originals, the conformity to
originals of all documents submitted to us as copies, and the authenticity of
the originals from which any copies were made.
Unless facts material to the opinions expressed herein are
specifically stated to have been independently established or verified by us, we
have relied as to such facts solely upon the representations made by the
Company. To the extent that the representations of the Company are with respect
to matters set forth in the Code or Treasury Regulations, we have reviewed with
the individuals making such representations the relevant provisions of the Code,
the applicable Treasury Regulations and published administrative interpretations
thereof.
Based upon, and subject to, the foregoing, we are of the
opinion as follows:
1. Commencing with the beginning of the Company's taxable
year ending December 31, 1996, the Company will be
organized in conformity with the requirements for
qualification as a REIT, and the Company's proposed
method of operation will enable it to meet the
requirements for qualification as a REIT under the
Code.
2. The discussion of matters of law under the heading
"INCOME TAX ASPECTS" in the Registration Statement is
accurate in all material respects, and such discussion
fairly summarizes the federal income tax
considerations that are likely to be material to a
holder of Shares of the Company.
3. Assuming that there is no waiver of the restrictions
on ownership of Shares in the Articles of
Incorporation of the Company and that a tax-exempt
stockholder does not finance the acquisition of its
Shares with "acquisition indebtedness" within the
meaning of Section 514(c) of the Code or otherwise use
its Shares in an unrelated trade or business, the
distributions of the Company with respect to such
tax-exempt shareholder will not
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American Asset Advisers Trust, Inc.
June 13, 1996
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constitute unrelated business taxable income as
defined in Section 512(a) of the Code.
For a discussion relating the law to the facts and legal
analysis underlying the opinions set forth in this letter, we incorporate by
reference the discussion of federal income tax issues, which we assisted in
preparing, in the sections of the Registration Statement under the heading
"INCOME TAX ASPECTS."
The opinions set forth in this letter are based on existing law
as contained in the Internal Revenue Code of 1986, as amended (the "Code"),
Treasury Regulations thereunder (including any Temporary and Proposed
Regulations), and interpretations of the foregoing by the Internal Revenue
Service ("IRS") and by the courts in effect (or, in case of certain Proposed
Regulations, proposed) as of the date hereof, all of which are subject to
change, both retroactively or prospectively, and to possibly different
interpretations. Moreover, the Company's ability to achieve and maintain
qualification as a REIT depends upon its ability to achieve and maintain certain
diversity of stock ownership requirements and, through actual annual operating
results, certain requirements under the Code regarding its income, asset and
distribution levels. No assurance can be given that the actual ownership of the
Company's stock and its actual operating results and distributions for any
taxable year will satisfy the tests necessary to achieve and maintain its status
as a REIT. We assume no obligation to update the opinions set forth in this
letter. We believe that the conclusions expressed herein, if challenged by the
IRS, would be sustained in court. However, because our positions are not binding
upon the IRS or the courts, there can be no assurance that contrary positions
may not be successfully asserted by the IRS.
The foregoing opinions are limited to the specific matters
covered thereby and should not be interpreted to imply the undersigned has
offered its opinion on any other matter.
We hereby consent to the use and filing of this opinion as an
exhibit to the Registration Statement and to all references to us in the
Registration Statement.
Very truly yours,
/s/ Greenberg, Traurig, Hoffman,
Lipoff, Rosen & Quentel
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Greenberg, Traurig, Hoffman,
Lipoff, Rosen & Quentel