EXHIBIT 8
Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, New York 10178
November 6, 1998
Rite Aid Corporation
30 Hunter Lane
Camp Hill, Pennsylvania 17011
Re: Rite Aid Corporation
Registration Statement on Form S-4
----------------------------------
Dear Sirs:
We have acted as United States tax counsel to Rite Aid Corporation
(the "Company") in connection with the preparation of the above-referenced
Registration Statement, and the prospectus forming a part thereof (the
"Prospectus"), relating to the issuance and sale by the Company of its 6% Dealer
remarketable securities (SM) due October 1, 2013 ("Drs. (SM)"). Unless otherwise
defined herein, capitalized terms used herein have the respective meanings
ascribed to those terms in the Prospectus.
In arriving at the opinion expressed below, we have examined and
relied upon the following documents:
(a) the Prospectus;
(b) the Purchase Agreement, dated September 17, 1998, by and among the
Company, and J.P. Morgan Securities Inc. ("JPMSI"), Goldman Sachs
& Co. and Morgan Stanley & Co. Incorporated (the "Initial
Purchasers");
(c) the Indenture, dated as of September 22, 1998, between the Company
and Harris Trust and Savings Bank, as Trustee;
(d) the Remarketing Agreement, dated as of September 22, 1998, between
the Company and JPMSI; and
(e) the Exchange and Registration Rights Agreement, dated as of
September 22, 1998, by and among the Company and the Initial
Purchasers.
We have also read and relied upon originals or copies, certified or
otherwise identified to our satisfaction, of such corporate records of the
Company and such certificates and representations of officers and
representatives of the Company, and we have made such investigations of law, as
we have deemed appropriate as a basis for the opinion expressed below. In our
examination, we have assumed the authenticity of original documents, the
accuracy of copies and the genuineness of signatures. We understand and assume
that (i) each agreement represents the valid and binding obligation of the
respective parties thereto, enforceable in accordance with its respective terms,
and the entire agreement between the parties with respect to the subject matter
thereof, (ii) the parties to each agreement have complied, and will comply, with
all of their respective covenants, agreements and undertakings contained therein
and (iii) the transactions provided for by each agreement were and will be
carried out in accordance with their terms.
Our opinion is based upon existing federal income tax laws,
regulations, administrative pronouncements and judicial decisions. All such
authorities are subject to change, either prospectively or retroactively. No
assurance can be provided as to the effect of any such change upon our opinion.
Rite Aid Corporation
November 6, 1998
Page 3
The opinion set forth herein has no binding effect on the Internal
Revenue Service or the courts. No assurance can be given that, if the matter
were contested, a court would agree with the opinion set forth herein.
Based upon the foregoing, we advise you that in our opinion, except as
to factual matters and subject to the qualifications and limitations set out in
the Prospectus, the statements contained in the Prospectus under the caption
"Certain United States Federal Income Tax Considerations" fairly summarize the
material United States federal income tax considerations of an investment in the
Drs.
In giving the foregoing opinion, we express no opinion other than as
to the federal income tax law of the United States of America.
We are furnishing this letter in our capacity as United States tax
counsel to the Company, and this letter is solely for the benefit of the
Company. This letter is not to be used, circulated, quoted or otherwise
referred to for any other purpose, except as set forth below.
We hereby consent to the reference to our firm under the caption
"Certain United States Federal Income Tax Considerations" in the Prospectus.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP