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Exhibit 8
5400 Renaissance Tower WINSTEAD (214) 745-5400
1201 Elm Street SECHREST Telecopier (214) 745-5390
Dallas, Texas 75270-2199 & MINICK
A Professional Corporation
DALLAS HOUSTON AUSTIN Attorneys & Counselors Direct Dial:
MEXICO CITY 214/745-5274
June 7, 1996
PMC Commercial Trust
17290 Preston Road
Dallas, Texas 75252
Ladies and Gentlemen:
We have acted as counsel to PMC Commercial Trust (the "Company") in
connection with the Registration Statement on Form S-11 (No. 333-2757),
initially filed with the Securities and Exchange Commission on April 23, 1996,
as amended (the "Registration Statement"). This opinion relates (i) to the
Company's qualification for federal income tax purposes as a real estate
investment trust ("REIT") under Sections 856 through 860 of the Internal
Revenue Code of 1986, as amended (the "Code"), for taxable years beginning
with the taxable year ending December 31, 1996 and (ii) to the accuracy of the
information contained in the "FEDERAL INCOME TAX CONSIDERATIONS" section of the
Registration Statement to the extent it constitutes matters of law or legal
conclusions.
For the purpose of rendering our opinion, we have examined and are
relying upon the truth, accuracy and completeness, at all relevant times, of
the statements and representations contained in the following documents:
Item 1. The Declaration of Trust and the Bylaws of the Company;
Item 2. The Registration Statement;
Item 3. Representations made to us by the Company through Messrs. Jan
F. Salit, Executive Vice President and Chief Investment Officer, and Barry N.
Berlin, Chief Financial Officer, in that certain Certificate to Counsel
Regarding Certain Real Estate Investment Trust Qualification Requirements (the
"Certificate") dated of even date herewith and delivered to us in connection
with the Registration Statement and this letter.
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PMC Commercial Trust
June 7, 1996
Page 2
In connection with rendering this opinion, we have assumed to be true
and are relying upon, without any independent investigation or review thereof,
the following:
1. The authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to
us as copies, and authenticity of the originals of such documents.
2. The genuineness of all signatures, the due authorization,
execution and delivery of all documents by all parties thereto and the due
authority of all persons executing such documents.
3. The Company filed a proper election to be taxed as a REIT
with its timely filed federal income tax return for the taxable year ending
December 31, 1993, and that the Company has not caused such election to be
terminated or revoked.
Based on our examination of the foregoing items and our review of such
other documents and information pertaining to the Company as we have deemed
appropriate, subject to the assumptions, limitations and qualifications set
forth herein, we are of the opinion that (i) if the Company is operated as
described in the Registration Statement and in the Certificates, the Company
will be able to qualify as a REIT under the Code for its taxable year ending
December 31, 1996 and for subsequent taxable years, provided that after the date
hereof, the Company continues to be organized and operated as described in its
Registration Statement and in the Certificates, and therefore continues to
satisfy the income tests, asset tests, and distribution, shareholder, record
keeping and other applicable REIT requirements under the Code as summarized in
the Registration Statement, and (ii) the information in the prospectus included
in the Registration Statement under the caption "FEDERAL INCOME TAX
CONSIDERATIONS," to the extent it constitutes matters of law or legal
conclusions, is correct in all material respects.
In addition to the matters set forth above, this opinion is subject to
the following exceptions, limitations and qualifications:
1. Our opinion expressed herein is based upon our interpretation
of the existing provisions of the Code and existing judicial decisions,
administrative regulations, published revenue rulings and revenue procedures.
Our opinion is not binding upon the Internal Revenue Service or courts and
there is no assurance that the Internal Revenue Service will not challenge the
conclusions set forth herein. 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. We undertake no obligation to advise you of changes in law
which may occur after the date hereof.
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PMC Commercial Trust
June 7, 1996
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2. Our opinion is limited to the United States federal income tax
matters addressed herein, and no other opinions are rendered with respect to
any other matter not specifically set forth in the foregoing opinion.
In the event any one of the statements, representations, or
assumptions we have relied upon to issue this opinion is incorrect in a
material respect, our opinion might be adversely affected and may not be relied
upon.
We hereby consent to the reference to us under the caption "FEDERAL
INCOME TAX CONSIDERATIONS" in the Registration Statement, and to the filing of
this opinion as an Exhibit to the Registration Statement.
Very truly yours,
WINSTEAD SECHREST & MINICK P.C.
By: /s/ Thomas R. Helfand
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Thomas R. Helfand