EXHIBIT 8
[Letterhead of Buchanan Ingersoll Professional Corporation]
March 14, 2000
Armstrong World Industries, Inc.
2500 Columbia Avenue
Lancaster, Pennsylvania 17604
Armstrong Holdings, Inc
2500 Columbia Avenue
Lancaster, Pennsylvania 17604
Ladies and Gentlemen:
We have acted as federal and Pennsylvania income tax counsel to Armstrong World
Industries, Inc., a Pennsylvania corporation ("Armstrong"), and Armstrong
Holdings, Inc., also a Pennsylvania corporation ("Holdings"), in connection with
the preparation of the Registration Statement on Form S-4 to be filed by
Holdings with the Securities and Exchange Commission on or about the date hereof
(the "Registration Statement") and the form of Agreement and Plan of Exchange to
be entered into between Armstrong and Holdings (the "Plan of Exchange"),
pursuant to which all of the issued and outstanding shares of common stock of
Armstrong (the "Armstrong Common Shares) will be exchanged for shares of common
stock of Holdings (the "Holdings Common Shares")(the "Share Exchange").
In connection with this opinion, we have reviewed the Plan of Exchange, the
Registration Statement and such other documents and public records as we have
deemed necessary or appropriate for the purposes of this opinion. In addition,
we have expressly relied upon certain representations made to us by Armstrong
and Holdings. If any statements contained in the Registration Statement are not
true and accurate, or if any such representations made to us are not true and
accurate, then we express no opinion to the extent that the subject matter of
our opinion is affected thereby.
This opinion is based upon the Internal Revenue Code of 1986, as amended to date
(the "Code"), the Pennsylvania Tax Reform Code of 1971, as amended (the "Tax
Reform Code"), regulations of the United States Treasury Department ("Treasury
Regulations") and the Pennsylvania Department of Revenue, and the judicial and
administrative interpretations thereof as they exist on the date hereof. There
can be no assurance that the legal authorities upon which this opinion is based
will not be modified, revoked, supplemented, amended, revised, reversed or
overruled. We assume no obligation to update or supplement this opinion to
reflect changes in such legal authorities.
Based on the foregoing, it is our opinion that, when the Share Exchange has been
consummated in the manner described in the Registration Statement, for federal
income tax purposes:
1. The Share Exchange will constitute an exchange qualifying for
nonrecognition under Section 351(a) of the Code;
2. No gain or loss will be recognized by holders of Armstrong Common Shares as
a result of the Share Exchange;
3. The tax basis of the Holdings Common Shares received by a Shareholder will
be the same as the Shareholder's basis in the Armstrong Common Shares
surrendered in the Share Exchange;
4. The holding period of the Holdings Common Shares held by each Shareholder
will include the holding period during which such Shareholder held the
Armstrong Common Shares, provided that the Armstrong Common Shares were
held as a capital asset on the date of the exchange;
5. No gain or loss will be recognized by Holdings upon receipt of the
Armstrong Common Shares in exchange for Holdings Common Shares;
6. The tax basis of the Armstrong Common Shares received by Holdings will be
the same as Armstrong's net asset basis immediately after the Share
Exchange, subject to certain adjustments under Treasury Regulations
relating to consolidated groups; and
7. Holding's holding period in the Armstrong Common Shares includes the period
during which such stock was held by the Shareholders.
In addition, based on the foregoing, it is our opinion that when the Share
Exchange has been consummated in the manner described in the Registration
Statement, for Pennsylvania corporate net income and personal income tax
purposes:
1. The Share Exchange will constitute an exchange qualifying for
nonrecognition under Section 303(a)(3) of the Tax Reform Code;
2. No gain or loss will be recognized by the holder of Armstrong Common Shares
as a result of the Share Exchange;
3. The tax basis of the Holdings Common Shares received by a Shareholder will
be the same as the Shareholder's basis in the Armstrong Common Shares
surrendered in the Share Exchange;
4. No gain or loss will be recognized by Holdings upon receipt of Armstrong
Common Shares in exchange for Holdings Common Shares; and
5. The tax basis of the Armstrong Common Shares received by Holdings will be
the same as the Shareholder's basis for such Armstrong Common Shares
immediately prior to the Share Exchange.
We also confirm our opinion as set forth under the caption "Income Tax
Consequences" in the Registration Statement.
Our opinion is limited to the matters expressly addressed above. No opinion is
expressed and none should be inferred as to any other matter.
We hereby authorize and consent to your use of this opinion as Exhibit 8.2 to
the Registration Statement. We further authorize and consent to the reference
to our firm as federal income tax counsel in the Registration Statement and in
the prospectus constituting a part thereof under the captions "Income Tax
Consequences" and "Experts."
This opinion is intended solely for your use and is not to be made available to
or relied upon by other persons or entities without our prior written consent.
Very truly yours,
BUCHANAN INGERSOLL
PROFESSIONAL CORPORATION
By: /s/ Larry E. Phillips
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Larry E. Phillips