EXHIBIT 8
October 31, 1996
Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Goldman, Sachs & Co.
J.P. Morgan Securities Inc.
Morgan Stanley & Co. Incorporated
Paine Webber Incorporated
Prudential Securities Incorporated
Salomon Brothers Inc
Smith Barney Inc.
As Representatives of the Several Underwriters
c/o Merrill Lynch, Pierce, Fenner & Smith
Incorporated
World Financial Center
North Tower
New York, NY 10281
Re: McDonald's Corporation
7 1/2% Subordinated Deferrable Interest Debentures Due 2036
Ladies and Gentlemen:
You have requested my opinion relating to certain material United States federal
income tax considerations relevant to certain persons who purchase McDonald's
Corporation 7 1/2% Subordinated Deferrable Interest Debentures Due 2036 (the
"Debentures") upon their original issuance and who hold such Debentures as
capital assets (an "Original Holder").
Based upon the representations of the McDonald's Corporation financial
management, certain facts set forth in the Prospectus Supplement dated October
31, 1996 (the "Prospectus Supplement"), the contents of other documents related
to the issuance of the Debentures and subject to the foregoing, the statements
set forth in the Prospectus Supplement under the heading "Certain United States
Federal Income Tax Considerations," insofar as they relate to matters of law or
legal conclusions with respect to the Federal law of the United States,
accurately reflect, constitute and are consistent with my legal opinion with
respect to the material United States federal income tax considerations
applicable to an Original Holder and as such are correct in all material
respects and are a fair and accurate summary of the material United States
federal income tax considerations concerning an investment by an Original Holder
in the Debentures.
My opinion is based on the Internal Revenue Code of 1986, as amended, Treasury
regulations thereunder and administrative and judicial interpretations thereof,
all as in effect on the date of this opinion, and all of which are subject to
change, possibly on a retroactive basis, or different interpretations. It does
not discuss all of the United States federal income tax considerations that may
be relevant to each Original Holder in light of such holder's particular facts
and circumstances and such opinion is not intended to be applicable in all
respects to all categories of investors. In particular, my opinion does not
address special classes of holders such as banks, thrifts, real estate
investment trusts, regulated investment companies, insurance companies, dealers
in securities or currencies, tax-exempt investors, persons that have a
functional currency other than the U.S. Dollar or persons who hold the
Debentures as part of an integrated transaction (including a "straddle")
consisting of the Debentures and one or more other positions or as other than a
capital asset. In addition, my opinion does not address any state, local or
foreign tax consequences to an Original Holder. As indicated in the Prospectus
Supplement, all holders of the Debentures should consult their own tax advisors
concerning the United States federal, state, local and foreign tax consequences
of the purchase, ownership and disposition of the Debentures in light of their
own particular circumstances.
I am furnishing this opinion to you solely for the purpose of providing an
opinion that may be used, circulated, quoted or otherwise referred to by you
only as part of the filing of the above-referenced Prospectus Supplement with
the United States Securities and Exchange Commission, and my opinion is not to
be relied upon or used for any other purpose without my prior written consent. I
am aware that I am named in the Prospectus Supplement as Federal Tax Counsel to
McDonald's Corporation and hereby consent to such use of my name and the filing
of this opinion with the Securities and Exchange Commission. By giving such
consent, I do not admit that I am an "expert" within the meaning of the
Securities Act of 1933 or the rules and regulations of the Commission issued
thereunder with respect to any part of the Prospectus Supplement.
This opinion is rendered on the date hereof and I have no continuing obligation
hereunder to inform you of any changes of law subsequent to the date hereof.
Very truly yours,
/s/ Paul J. Schaffhausen
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Paul J. Schaffhausen
Assistant Vice President, Federal Tax Counsel
McDonald's Corporation