Exhibit 8.3
December 18, 2001
Proskauer Rose LLP
1585 Broadway
New York, New York 10036
Ladies and Gentlemen:
This certificate is supplied to you in connection with your rendering
of an opinion regarding certain federal income tax consequences of the (i)
contribution (the "PCW Contribution") by Price Communications Wireless, Inc.
("PCW"), to Verizon Wireless of the East LP ("New LP") of substantially all of
PCW's assets in exchange for the assumption by New LP of PCW's liabilities and
the receipt by PCW of a limited partner interest in New LP (the "PCW Interest")
and (ii) the acquisition (the "Acquisition") of the PCW Interest by Verizon
Wireless, Inc. ("VWI") or by Verizon Communications Inc. ("VCI") or a subsidiary
of VCI from PCW (or, if PCW has been liquidated or merged, from Price
Communications Corporation ("PCC")) in exchange for voting common stock of VWI
or VCI, respectively.
In order to enable you to issue your opinion, we hereby certify and
represent that the following facts are now true and will continue to be true as
of the time of the PCW Contribution, and of the Acquisition, and thereafter,
where relevant:
1. As of the time of the PCW Contribution, the amount of the
liabilities to be assumed by New LP in connection with the PCW Contribution will
not exceed by more than $350 million PCW's tax basis in the assets to be
contributed by PCW to New LP.
2. At the time of the PCW Contribution, the PCW Senior Secured Notes
and Senior Subordinated Notes will not be in default; the sole reason that the
Senior Secured Notes and the Senior Subordinated Notes will be required to be
repaid at the time of the PCW Contribution will be the transfer by PCW of its
assets to New LP.
3. At least $25 million of the liability with respect to the Senior
Subordinated Notes constitutes a "qualified liability" within the meaning of
Treasury Regulations section 1.707-5(a)(6) because it (i) is allocable, within
the meaning of Treasury Regulations section 1.163-8T to capital expenditures
with respect to the property contributed by PCW to New LP, or (ii) was incurred
in the ordinary course of the PCW business.
4. The Acquisition will occur within 4 1/2 years of the PCW
Contribution.
5. The sole consideration to be received for the PCW Interest to be
acquired by VWI or VCI or a subsidiary of VCI will be the voting common stock of
VWI or VCI, respectively, to be issued in connection with the Acquisition.
6. The amount of stock to be received by PCW or PCC upon the
Acquisition was the result of arms' length negotiations.
7. PCW and PCC are not, and will not be at the time of the Acquisition,
an "investment company" within the meaning of Section 368(a)(2)(F)(iii) and (iv)
of the Internal Revenue Code.
8. There is no plan or intention to sell to VWI, VCI, Cellco or
Vodafone Group Plc or any affiliate of any of them any VWI or VCI shares issued
as part of the consideration in the Acquisition.
9. If the Acquisition is made from PCC, PCC will, within one year of
the date of the Acquisition, distribute all of its assets to its shareholders
(or to a liquidating trust for their benefit) in complete liquidation of PCC.
10. If the Acquisition is made from PCW, PCW will, within one year of
the date of the Acquisition, distribute all of its assets to its shareholder,
Price Communications Cellular Holdings, Inc., in complete liquidation of PCW.
The undersigned recognize that your opinion will be based on the
representations set forth herein.
PRICE COMMUNICATIONS
CORPORATION
By: /s/ Kim I. Pressman
-------------------
Name: Kim I. Pressman
Title: EVP & CFO
PRICE COMMUNICATIONS
CELLULAR INC.
By: /s/ Kim I. Pressman
-------------------
Name: Kim I. Pressman
Title: EVP & CFO
PRICE COMMUNICATIONS
CELLULAR HOLDINGS, INC.
By: /s/ Kim I. Pressman
-------------------
Name: Kim I. Pressman
Title: EVP & CFO
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