Exhibit 8.4
May 31, 2002
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 the accuracy of the description of the
material federal income tax consequences to Price Communications Corporation
("PCC") and its subsidiary corporations and to the PCC shareholders of (i) the
contribution (the "Contribution") of substantially all of the assets of Price
Communications Wireless, Inc. ("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"), which description is set forth under the caption "The
Transactions--Federal Income Tax Consequences" in the Proxy Statement/Prospectus
of Price Communications, New Limited Partnership and Verizon Communications 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. This certificate is also supplied to you in connection with
your confirmation for purposes of the Registration Statement of your opinion
dated December 18, 2001 regarding the federal income tax treatment of the
Contribution and the Exchange (the "First Tax Opinion") as of the date hereof.
In order to enable you to issue your opinion, we hereby
certify and represent that, if, in connection with the Exchange, the VCI common
stock or VWI common stock and the other assets of PCC are distributed to the PCC
shareholders in liquidation of PCC, PCC will be the transferor of the PCW
Interest in the Exchange. We also hereby confirm as of the date hereof the
representations made by us in our certificate dated December 18, 2001 in support
of the First Tax Opinion, attached as Exhibit A hereto.
The undersigned recognizes that your opinion will be based on
the representation 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
2