Exhibit 8(a)
[HUNTON & WILLIAMS LETTERHEAD]
June 26, 1997
Long Island Lighting Company
175 East Old Country Road
Hicksville, New York 11801
Agreements With the Brooklyn Union Gas Company
And With Long Island Power Authority
Certain Federal Income Tax Matters
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Ladies and Gentlemen:
We have acted as special counsel to Long Island Lighting Company
("LILCO") in connection with the Amended and Restated Agreement and Plan of
Exchange and Merger, dated as of June 26, 1997, by and among The Brooklyn Union
Gas Company and LILCO (the "Brooklyn Union/LILCO Agreement"), and the Agreement
and Plan of Merger, dated as of June 26, 1997, by and among LILCO, Long Island
Power Authority, and LIPA Acquisition Corp. (the "LIPA Agreement"). We have
reviewed the Brooklyn Union/LILCO Agreement, the LIPA Agreement, the Form S-4
Registration Statement under the Securities Act of 1933 relating to the
transactions contemplated by such agreements (the "S-4"), and such other
documents as we have considered necessary in giving the opinion expressed
herein. Capitalized terms used but not defined herein have the meanings given
to them in the S-4.
Based on the foregoing and assuming that the transactions
contemplated by the Brooklyn Union/LILCO Agreement and by the LIPA Agreement are
consummated in accordance with the existing terms of those agreements, we
incorporate and confirm our opinion regarding the material federal income tax
consequences of the LIPA Transaction and the Share Exchange to the LILCO
shareholders set forth in the S-4 under the heading "Material Federal Income Tax
Consequences."
We consent to the use of this opinion as an exhibit to the S-4 and to
the reference to this firm under that heading. In giving this consent, we do
not admit that we are within the category of persons whose consent is required
by section 7 of the Securities Act of 1933 or the rules and regulations
promulgated thereunder by the Securities and Exchange Commission.
Very truly yours,
/s/ HUNTON & WILLIAMS