Exhibit 8.01
May , 1998
Board of Directors
Federated Investors
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Ladies and Gentlemen:
We have acted as counsel for Federated Investors, a Delaware business trust
(the "Trust") and Federated Investors, Inc., a Pennsylvania corporation (the
"Company") in connection with the preparation and execution of the Agreement and
Plan of Merger dated as of February 20, 1998 (the "Merger Agreement") between
the Trust and the Company. Pursuant to the Merger Agreement, the Trust will
merge with and into the Company (the "Merger"), with the Company surviving.
Unless otherwise defined, capitalized terms referred to herein have the meanings
set forth in the Merger Agreement. All Section references, unless otherwise
indicated, are to the Internal Revenue Code of 1986, as amended (the "Code").
You have requested our opinion regarding certain Federal income tax
consequences of the Merger. In delivering this opinion, we have reviewed and
relied upon the facts, statements, descriptions and representations set forth in
the Registration Statement on Form S-4 filed by the Company with the Securities
and Exchange Commission (the "Registration Statement"), the Merger Agreement
(including Exhibits) and such other documents pertaining to the Merger as we
have deemed necessary or appropriate. We have also relied upon certificates of
officers of the Trust and the Company respectively (the "Officers'
Certificates") dated as of the date hereof.
In connection with rendering this opinion, we have also assumed (without any
independent investigation) that:
1. Original documents (including signatures) are authentic, documents
submitted to us as copies conform to the original documents, and there has been
(or will be by the Effective Time) due execution and delivery of all documents
where due execution and delivery are prerequisites to effectiveness thereof;
2. Any statement made in any of the documents referred to herein, "to the
best of the knowledge" of any person or party is correct without such
qualification;
3. All statements, descriptions and representations contained in any of the
documents referred to herein or otherwise made to us are true and correct in all
material respects and no actions have been (or will be) taken that are
inconsistent with such representations; and
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4. The Merger will be reported by the Trust and the Company on their
respective Federal income tax returns in a manner consistent with the opinion
set forth below.
Based on our examination of the foregoing items and subject to the
assumptions, exceptions, limitations and qualifications set forth herein, we are
of the opinion that, if the Merger is consummated in accordance with the Merger
Agreement (without any waiver, breach or amendment of any of the provisions
thereof), the statements set forth in the Officers' Certificates are true and
correct as of the date hereof and at the Effective Time, and the application of
the Federal income tax laws to the Merger does not change from the date hereof
to the Effective Time, then for Federal income tax purposes, the Merger will
qualify as a "reorganization" as defined in Section 368(a) of the Code.
This opinion represents and is based upon our best judgment regarding the
application of Federal income tax laws arising under the Code, existing judicial
decisions, administrative regulations and published rulings and procedures. Our
opinion is not binding upon the Internal Revenue Service or the courts, and
there is no assurance that the Internal Revenue Service will not successfully
assert a contrary position. Furthermore, no assurance can be given that future
legislative, judicial or administrative changes, on either a prospective or
retroactive basis, would not adversely affect the accuracy of the conclusions
stated herein. Nevertheless, we undertake no responsibility to advise you of
any new developments in the application or interpretation of the Federal income
tax laws.
This opinion addresses only the classification of the Merger as a
reorganization under Section 368(a) of the Code, and does not address any other
Federal, state, local or foreign tax consequences that may result from the
Merger or any other transaction (including any transaction undertaken in
connection with the Merger). Furthermore, this opinion relates only to the
Holders of Trust Class A or Class B Common Shares who hold such shares as a
capital asset. No opinion is expressed as to the Federal income tax treatment
that may be relevant to a particular investor in light of personal circumstances
or to certain types of investors subject to special treatment under the Federal
income tax laws (for example, Holders who acquired their Trust Class A or Class
B Common Shares pursuant to the exercise of options or otherwise as
compensation, taxpayers subject to the alternative minimum tax, banks, tax-
exempt organizations, non-United States persons, dealers in securities, and life
insurance companies).
No opinion is expressed as to any transaction other than the Merger as
described in the Merger Agreement or to any transaction whatsoever, including
the Merger, if all the transactions described in the Merger Agreement are not
consummated in accordance with the terms of such Merger Agreement and without
waiver or breach of any material provision thereof or if all of the
representations, warranties, statements and
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assumptions upon which we relied are not true and accurate at all relevant
times. In the event any one of the statements, representations, warranties or
assumptions upon which we have relied to issue this opinion is incorrect, our
opinion might be adversely affected and may not be relied upon.
This opinion has been delivered to you for the purposes of being included as
an exhibit to the Registration Statement. It may not be relied upon for any
other purpose or by any other person or entity, and may not be made available to
any other person or entity without our prior written consent. We hereby consent
to the filing of this opinion as an exhibit to the Registration Statement and to
the use of our name in connection with the Federal income tax consequences of
the Merger under the heading "The Merger -- Federal Income Tax Consequences" in
the Registration Statement.
Very truly yours,
KIRKPATRICK & LOCKHART LLP