EXHIBIT 8.1
KIRKLAND & ELLIS
PARTNERSHIPS INCLUDING PROFESSIONAL CORPORATIONS
153 East 53/rd/ Street
New York, New York 10022
To Call Writer Direct: 212 446-4800 Facsimile:
212 446-4900
July 16, 1999
Muzak LLC
Muzak Finance Corp.
2901 Third Avenue, Suite 400
Seattle, WA 98121
Re: Offer by Muzak LLC and Muzak Finance Corp. to Exchange any and
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all of their outstanding 9 7/8% Senior Subordinated Notes Due
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2009 for their Series B 9 7/8% Senior Subordinated Notes Due 2009
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Ladies and Gentlemen:
We have acted as counsel to Muzak LLC and Muzak Finance Corp. (the
"Companies") in connection with their offer (the "Exchange Offer") to exchange
any and all of their 9 7/8% Senior Subordinated Notes Due 2009 (the "Old
Securities") for their Series B 9 7/8% Senior Subordinated Notes Due 2009 (the
"New Securities").
You have requested our opinion as to certain United States federal
income tax consequences of the Exchange Offer. In preparing our opinion, we have
reviewed and relied upon the Companies' Registration Statement on Form S-4,
originally filed with the Securities and Exchange Commission on May 14, 1999
(the "Registration Statement"), and such other documents as we deemed necessary.
On the basis of the foregoing, it is our opinion that the exchange of
the Old Securities for the New Securities pursuant to the Exchange Offer will
not be treated as an "exchange" for United States federal income tax purposes.
The opinion set forth above is based upon the applicable provisions of
the Internal Revenue Code of 1986, as amended, the Treasury Regulations
promulgated or proposed thereunder, current positions of the Internal Revenue
Service (the "IRS") contained in published revenue rulings, revenue procedures,
and announcements, existing judicial decisions and other applicable authorities.
No tax ruling has been sought from the IRS with respect to any of the matters
discussed herein. Unlike a ruling from the IRS, an opinion of counsel is not
binding on the IRS. Hence, no assurance can be given that the opinion stated in
this letter will not be
London Los Angeles New York Washington D.C.
KIRKLAND & ELLIS
Muzak LLC
Muzak Finance Corp.
July 16, 1999
Page 2
successfully challenged by the IRS or by a court. We express no opinion
concerning any tax consequences of the Exchange Offer except as expressly set
forth above.
We hereby consent to the filing of this opinion as Exhibit 8.1 to the
Registration Statement. We also consent to the reference to our firm under the
heading "Certain Federal Income Tax Consequences." In giving this consent, we do
not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the rules
and regulations of the Securities and Exchange Commission promulgated
thereunder.
Very truly yours,
Kirkland & Ellis