EXHIBIT 8.1
FORM OF TAX OPINION OF PARKER CHAPIN FLATTAU & KLIMPL, LLP
[Date]
Icon CMT Corp.
1200 Harbor Boulevard
Weehawken, New Jersey 07087
Re: Tax Consequences of Merger of Icon CMT Corporation
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Gentlemen:
We have acted as counsel to Icon CMT Corp., a Delaware corporation
(the "Company"), in connection with the proposed merger (the "Merger") of Qwest
1998-I Acquisition Corp. ("Subsidiary"), a Delaware corporation and a wholly
owned subsidiary of Qwest Communications International Inc., a Delaware
corporation ("Parent"), with and into the Company, pursuant to the terms of the
Agreement and Plan of Merger dated as of September 13, 1998 (the "Merger
Agreement"), among the Company, Parent and Subsidiary. This opinion is being
rendered pursuant to the Merger Agreement. All capitalized terms not otherwise
defined herein have the meaning assigned to them in the Merger Agreement.
In connection with this opinion, we have examined a copy of the Merger
Agreement and Qwest's Registration Statement on Form S-4 as filed with the
Securities Exchange Commission on ________, 1998 (the "Form S-4"). In our
examination, we have assumed the genuineness of all signatures, the legal
capacity and corporate authority of all parties, and the authenticity and
conformity to originals of all documents submitted to us. In rendering the
opinion set forth below, we have assumed that the parties will act in accordance
with the terms, representations and covenants contained in the Merger Agreement.
In addition, we have relied upon certain written representations and covenants
of Qwest and the Company, copies of which are annexed hereto (the
"Representation Letters"), and have assumed that the parties will act in
accordance with the representations and covenants set forth therein.
Based upon and subject to the foregoing, we are of the opinion that
the Merger will, under current law, constitute a tax-free reorganization under
Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"),
and Qwest and the Company will each be a party to the reorganization within the
meaning of Section 368(b) of the Code.
As a tax-free reorganization, the Merger will have the following
Federal income tax consequences for the Company and its stockholders:
1. The Company will not recognize any gain or loss as a result of
the Merger.
2. No gain or loss will be recognized by holders of Company Common
Stock as a result of the exchange of such shares for shares of Qwest Common
Stock pursuant to the Merger, except to the extent of any cash received in lieu
of a fractional share of Qwest Common Stock. Each stockholder of the Company
receiving
cash in lieu of a fractional share of Qwest Common Stock will be treated as
having received such fractional share and as having sold it for the cash
received, thereby recognizing gain or loss equal to the difference between the
amount of cash received and that stockholder's tax basis in the fractional
share. Such gain or loss will generally be capital gain or loss, unless the
deemed sale is essentially equivalent to a dividend within the meaning of
Section 302 of the Code.
3. The tax basis of the shares of Qwest Common Stock received by
each stockholder of the Company (including any fractional share deemed to have
been received by that stockholder) will be equal to the tax basis of such
stockholder's shares of Company Common Stock exchanged in the Merger.
4. The holding period for the shares of Qwest Common Stock received
by each stockholder of the Company (including any fractional share deemed to
have been received by that stockholder) will include the holding period for the
shares of Company Common Stock of such stockholder exchanged in the Merger.
The foregoing opinion relates only to the U.S. federal income tax
consequences of the Merger to a U.S. person who holds the Company Common Stock
as a capital asset within the meaning of Section 1221 of the Code. In addition,
it does not apply to certain types stockholders who are subject to special
treatment under the Code in light of their particular situations.
Our opinion is based upon our analysis of those provisions of the
Code, Treasury Regulations, administrative rulings and proceedings and case law
as of the date hereof which we deem relevant. It should be noted that such
authority is subject to change retroactively as well as prospectively, and that
we have no duty to advise you of any such changes or their effect upon this
opinion. It should also be recognized that the Internal Revenue Service may
disagree with our conclusions and that a court may uphold such contrary
positions. Finally, in expressing our opinions, we have relied on the facts,
representations and covenants as set forth in the Merger Agreement, the Form S-4
and the Representation Letters. We have not made any independent analysis of
any of the items or information set forth therein or reviewed any other
documentation in connection therewith. If any of the facts are determined to be
different than those stated therein or any of the representations or covenants
are breached, our conclusions may no longer be applicable.
Except as set forth above, we express no opinion as to the tax
consequences, whether Federal, state, local or foreign, of the Merger to any
party, or of any transactions related to the Merger or contemplated by the
Merger Agreement. This opinion is being furnished only to you in connection
with the Merger and may be relied upon solely by your and your stockholders in
connection with the Merger. This opinion may not be used or relied upon by any
other person or for any other purpose and may not be circulated, quoted or
otherwise referred to for any other purpose without our express written consent.
Very truly yours,