STINSON, MAG & FIZZELL
A PROFESSIONAL CORPORATION
1201 WALNUT STREET
KANSAS CITY, MISSOURI 64106-2150
TELEPHONE 816.842.8600
FACSIMILE 816.691.3495
Exhibit 8.2
John A. Granda
Direct Dial: (816) 691-3188
May 26, 1998
King & Spalding
191 Peachtree Street
Atlanta, Georgia 30303-1763
Re: Sprint Corporation
Ladies and Gentlemen:
We have acted as special counsel to Sprint Corporation, a Kansas
corporation (the "Company"), on Kansas law matters in connection with the
certain transactions contemplated in the Restructuring and Merger Agreement
dated May 26, 1998, by and among the Company, Tele-Communications, Inc., a
Delaware corporation, Comcast Corporation, a Pennsylvania corporation, Cox
Communications, Inc., a Delaware corporation, TCI Spectrum Holdings, Inc., a
Colorado corporation, Comcast Telephony Services, a Delaware general
partnership, Cox Telephony Partnership, a Delaware general partnership, Sprint
Enterprises, L.P., a Delaware limited partnership; TCI Philadelphia Holdings,
Inc., a Delaware corporation, Com Telephony Services, Inc., a Delaware
corporation, Comcast Telephony Services, Inc., a Delaware corporation, Cox
Telephony Partners, Inc., a Delaware corporation and Cox Communications
Wireless, Inc., a Delaware corporation, Sprint/TCI Merger Sub1, Inc., a Colorado
corporation, Sprint/TCI Merger Sub2, Inc., a Delaware corporation,
Sprint/Comcast Merger Sub1, Inc., a Delaware corporation, Sprint/Comcast Merger
Sub2, Inc., a Delaware corporation, Sprint/Cox Merger Sub1, Inc., a Delaware
corporation, and Sprint/Cox Merger Sub2, Inc., a Delaware corporation (the
"Restructuring Agreement"), and in particular the Recapitalization as defined
and described in such agreement. All terms used herein without definition shall
have the respective meanings specified in the Restructuring Agreement.
Except as indicated below, we have examined the originals or copies,
certified by officers of the Company to our satisfaction, of (i) the
Restructuring Agreement, (ii) the Management and Allocation Policies attached as
Exhibit F to the Restructuring Agreement (the "Policies"), (iii) the Amended and
Restated Articles of Incorporation of the Company attached as Exhibit E to the
Restructuring Agreement (the "Articles of Incorporation"), (iv) the Company's
Bylaws, and
May 26, 1998
Page 2
(v) minutes of the applicable meetings of the Board of Directors, together with
such other corporate documents and records, certificates of public officials,
and other certificates, opinions and documents as we have deemed necessary or
appropriate, and have made such other investigations of fact and law as we have
deemed necessary or appropriate, to render the opinions set forth below.
In rendering the opinions set forth below, we have made, with your
consent and without independent investigation on our part, the following
assumptions:
A. All documents submitted to us as certified, conformed,
photostatic or facsimile copies conform to the original documents and all such
original documents and all documents submitted to us as originals are authentic
and complete and all signatures thereon are genuine. We have also assumed that
all certifications made to us by officers or representatives of the Company,
public officials and others concerning factual matters are accurate, complete
and properly given.
B. It is the mutual understanding of the parties to the
Restructuring Agreement that the Board of Directors' right to modify, suspend,
rescind or interpret the Policies pursuant to Section 13 of the Policies (i)
cannot be used in a way that would adversely affect the holders of capital stock
other than the common stock of the Company or the PCS Preferred Stock, (ii) does
not grant to the Board of Directors the right or otherwise permit it to modify,
suspend, rescind or interpret the Policies in a manner that is contrary to or
inconsistent with the Articles of Incorporation, and (iii) shall apply to each
of the provisions of the Policies, other than Sections 10 and 11.1 thereof,
including, without limitation, Sections 6(i) and 11.2.3 (which Sections describe
the Board of Directors' intention not to take certain actions without the prior
approval or consent of a majority of the holders of certain classes of stock).
C. There is no oral or written agreement, promise, statement,
understanding, or other conduct, or reliance upon any of the foregoing, by the
parties to the Restructuring Agreement that contradicts, is inconsistent with or
otherwise modifies the mutual understanding described in paragraph B above.
Based on and subject to the assumptions and qualifications herein, and
except as otherwise provided by Section 6.15 of the Restructuring Agreement
(which prohibits any change or amendment of the Policies prior to the
Recapitalization without the consent of each of the Cable Parents), it is our
opinion that the prerogative of the Board of Directors, expressed in Section 13
of the Policies, to modify, suspend, rescind and interpret such Policies (except
as set forth in Sections 10 and 11.1 thereof) is retained and may be exercised
by the Board of Directors.
May 26, 1998
Page 3
in its sole and absolute discretion, subject only to its fiduciary duty to the
Company as a whole and to its stockholders and such prerogative is not otherwise
limited by Kansas law or equitable principles.
Our opinion is limited to the laws of the State of Kansas. This letter
and the opinions expressed herein are solely for your benefit, and the benefit
of the Company and its stockholders, in connection with the opinions you are
rendering regarding certain federal income tax consequences of the
Recapitalization of the stock of the Company, and may neither be used,
circulated, quoted or otherwise referred to for any other purposes, nor filed
with any governmental agency (other than the Securities and Exchange Commission
("SEC") in connection with any registration statement filed by or on behalf of
the Company) or other person without our prior written consent. Other than King
& Spalding, the SEC and the Company and its stockholders, no one is entitled to
rely on this letter or the opinions expressed herein. The opinions expressed
herein are as of the date hereof, and nothing herein shall be deemed to extend
the date of this opinion or to be an expression of our opinion as of any date
subsequent to the date of this letter.
Very truly yours
STINSON, MAG & FIZZELL, P.C.
By /s/ John A. Granda
John A. Granda
JAG/lkf