Exhibit 8.2
[LETTERHEAD OF PROSKAUER ROSE LLP]
May 31, 2002
Price Communications Corporation
45 Rockefeller Plaza
Suite 3200
New York, New York 10020
Ladies and Gentlemen:
We have provided Price Communications Corporation ("PCC") and Price
Communications Wireless, Inc. ("PCW") with our opinion dated December 18, 2001
(the "First Tax Opinion"), which is subject to certain assumptions, conditions
and legal uncertainties, as to the federal income tax treatment of (i) the
contribution (the "Contribution") of substantially all of the assets of PCW to
Verizon Wireless of the East LP ("New LP") in exchange for the assumption by New
LP of PCW's liabilities and the receipt of a preferred limited partnership
interest in New LP (the "PCW Interest") and (ii) the exchange (the "Exchange")
of the PCW Interest for the common stock of Verizon Wireless, Inc. ("VWI") or
Verizon Communications Inc. ("VCI"). You have asked us to confirm the First Tax
Opinion as of the date hereof. You have also asked for our opinion as to the
federal income tax consequences of the Contribution and the Exchange to PCC and
its subsidiaries and to the PCC Shareholders, based on the conclusions set forth
in the First Tax Opinion.
Capitalized terms not defined herein have the meanings given to them in
the First Tax Opinion.
Our opinion as stated herein is based upon and subject to all of the
assumptions, conditions and legal uncertainties to which the First Tax Opinion
is subject and also to the accuracy of the representations made to us by PCC and
two of its subsidiary corporations in their certificate dated December 18, 2001
in support of the First Tax Opinion and in their certificate dated the date
hereof in support of this opinion.
In rendering our opinion herein, we have assumed that, if, in
connection with the Exchange, the VCI common stock or the VWI common stock and
the other assets of PCC are distributed to the PCC shareholders in liquidation
of PCC, (i) PCC will be the transferor of the PCW Interest in the Exchange and
(ii) the entire PCC liquidation distribution will be accomplished within one
year following the Exchange.
Our opinion is based on the Internal Revenue Code of 1986, as amended
to the date hereof (the "Code"), administrative pronouncements, judicial
decisions and final,
Price Communications Corporation
May 31, 2002
Page 2
temporary and proposed Treasury Regulations, changes to any of which subsequent
to the date of this opinion may affect the tax consequences described herein.
The discussion below of the federal income tax consequences of the
Contribution and Exchange to PCC shareholders is limited to PCC shareholders who
are U.S. holders, i.e., who are (i) citizens or residents of the United States;
(ii) corporations, or other entities taxable as corporations for U.S. federal
income tax purposes, created or organized in or under the laws of the United
States or of any political subdivision thereof; or (iii) estates or trusts the
income of which is subject to United States federal income taxation regardless
of its source. The term "U.S. holder" also includes certain former citizens and
residents of the United States. That discussion does not describe all of the tax
consequences that may be relevant to PCC shareholders in light of their
particular circumstances or to shareholders subject to special rules, such as
(i) certain financial institutions; (ii) insurance companies; (iii) dealers in
securities or foreign currencies; (iv) shareholders holding Price Communications
shares as part of a hedge, straddle or conversion transaction; (v) shareholders
who acquired their Price Communications shares through the exercise of options
or similar derivative securities or otherwise as compensation; (vi) shareholders
whose functional currency is not the U.S. dollar; (vii) partnerships or other
entities classified as partnerships for U.S. federal income tax purposes; or
(viii) shareholders subject to the alternative minimum tax. That discussion
assumes that PCC shareholders hold their PCC shares as capital assets within the
meaning of section 1221 of the Code.
On the basis of the foregoing and our reliance upon the assumptions in
the First Tax Opinion and this opinion, and subject to the limitations and
qualifications in the First Tax Opinion and this opinion and the conclusions of
the First Tax Opinion, it is our opinion that:
1. No gain or loss should be recognized by PCC or its subsidiary
corporations on the Contribution or the Exchange;
2. No gain or loss should be recognized by a PCC shareholder on the
Contribution or the Exchange;
3. No gain or loss should be recognized by a PCC shareholder on the receipt
of a distribution of VCI common stock or VWI common stock pursuant to a
liquidation of PCC within one year following the exchange, but each
shareholder will recognize gain to the extent of any other assets received
from PCC in connection with such distribution, including cash received
instead of fractional shares of VCI common stock or VWI common stock;
Price Communications Corporation
May 31, 2002
Page 3
4. A PCC shareholder should have an aggregate tax basis in the VCI common
stock or VWI common stock distributed to that shareholder by PCC (including
a fractional share of VCI common stock or VWI common stock with respect to
which that shareholder receives cash) equal to the shareholder's aggregate
tax basis in its PCC shares, increased by the amount of gain, if any,
recognized by that shareholder on the distribution from PCC, and decreased
by the value of the assets distributed to that shareholder other than VCI
or VWI common stock; and
5. A PCC shareholder's holding period in the VCI common stock or VWI common
stock should include its holding period in its PCC shares.
This opinion does not affect our right to withdraw the First Tax
Opinion in accordance with the last paragraph thereof.
This opinion is being furnished only to PCC in connection with the
Proxy Statement/Prospectus of PCC, New LP and VCI on Form S-4 (File Nos.
333-82408 and 333-82408-01) (the "Registration Statement"), as filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
and may not be used or relied upon for any other purpose.
In accordance with the requirements of Item 601(b)(23) of Regulation
S-K of the Securities Act of 1933, as amended (the "Act"), we hereby consent to
the filing of this opinion as an exhibit to the Registration Statement and to
the references 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 Act or the rules or regulations of the SEC promulgated
thereunder.
Very truly yours,
/s/ Proskauer Rose LLP