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EXHIBIT 8.01
[LETTERHEAD OF GRAHAM & JAMES LLP]
OPINION OF LEGAL COUNSEL
April 1, 1997
AeroMax, Inc.
1440 Chapin Avenue, Suite 310
Burlingame, CA 94010
RE: ERISA OPINION
Ladies/Gentlemen:
We have acted as legal counsel to AeroMax, Inc. ("AeroMax"), in connection with
the filing of a Registration Statement under the Securities Act of 1933 with
the Securities and Exchange Commission. After consummation of the transactions
described in the Registration Statement, the common stock of AeroMax would be
publicly traded. We have reviewed the Registration Statement and the exhibits
hereto.
In our review of documents, we have assumed the authenticity of original
documents, the conformity to original documents of all documents submitted to
us as photostatic copies, and the genuineness of signatures. We have not made
any independent review or investigation of the facts set forth in the
Registration Statement. For the purpose of the opinions contained herein, we
have relied on the accuracy of all the facts set forth in the Registration
Statement and of the representations by all of the parties contained in the
Registration Statement. We have expressly assumed that all parties to the
Registration Statement have acted and will act in accordance with the
agreements, representations and warranties contained in the Registration
Statement and the exhibits thereto.
In addition, for purposes of this opinion, we have expressly assumed and relied
upon the following as facts:
1. The common stock of AeroMax is the only outstanding class of stock of
AeroMax.
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Aeromac, Inc.
April 2, 1997
Page 2
2. After the transactions described in the Registration Statement, the common
stock of AeroMax will be owned by more than 100 persons independent of AeroMax
and of one another.
3. AeroMax will impose no restrictions of any kind on the transfer of
AeroMax common stock.
4. Either (a) AeroMax common stock will be registered under Section 12(b) or
12(g) of the Securities Exchange Act of 1934 prior to the effective time of the
Consolidation, as described in the Registration Statement, or (b) AeroMax
common stock will be offered to the public pursuant to an effective
registration statement under the Securities Act of 1933, and the common stock
of AeroMax will be registered under the Securities Exchange Act of 1934 within
120 days (or such later time as may be allowed by the Securities and Exchange
Commission) after the end of the fiscal year of AeroMax during which the first
offering of common stock of AeroMax to the public occurs.
Based upon the foregoing, and in reliance thereon, we are of the opinion that
shares of the Common Stock of AeroMax should be "publicly-offered securities"
for purposes of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), and that, consequently, the assets of AeroMax should not be deemed
"plan assets" of an ERISA plan, individual retirement account, or other
non-ERISA plan which invests in the Common Stock of AeroMax.
No opinion is expressed as to any matter under ERISA, except as expressly set
forth above. Furthermore, this opinion of counsel represents only this firm's
best judgment as to the probable status of AeroMax Common Stock under ERISA and
is not binding on the Department of Labor, the Internal Revenue Service or the
courts. The conclusions made herein are based on ERISA itself (as amended to
date), and existing judicial decisions, administrative regulations and
published rulings. There is no assurance, however, that there will not be
future legislative, judicial or administrative changes in the law which would
affect the accuracy of the conclusions stated herein. Nevertheless, we
undertake no responsibility to advise you of any such change.
Very truly yours,
/s/ GRAHAM & JAMES LLP
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(Second part
of 8.01)
[LETTERHEAD OF GRAHAM & JAMES LLP]
OPINION OF LEGAL COUNSEL
April 1, 1997
AeroMax, Inc.
1440 Chapin Avenue, Suite 310
Burlingame, CA 94010
RE: TAX OPINION
Ladies/Gentlemen:
We have acted as tax counsel to AeroMax, Inc. in connection with the proposed
consolidation by merger (the "Consolidation") of JetFleet Aircraft L.P.
("JetFleet I") and JetFleet Aircraft II, L.P. ("JetFleet II") (collectively,
the "Partnerships") into AeroMax, Inc. ("AeroMax"). We have reviewed the
Registration Statement filed by AeroMax in connection with the Consolidation,
as well as the exhibits thereto.
In our review of documents, we have assumed the authenticity of original
documents, the conformity to original documents of all documents submitted to
us as photostatic copies, and the genuineness of signatures. We have not made
any independent review or investigation of the facts set forth in the
Registration Statement. For the purpose of the opinions contained herein, we
have relied on the accuracy of all the facts set forth in the Registration
Statement and of the representations contained in the Registration Statement.
We have expressly assumed that all parties to the Consolidation have acted and
will act in accordance with the agreements, representations and warranties
contained in the Registration Statements and the exhibits thereto.
In addition, for purposes of this opinion, we have expressly assumed and relied
upon the facts and assumptions set forth at pages 93, et seq. of the
Registration Statement in the section of that statement captioned "Federal
Income Tax Considerations". In particular, this opinion is expressly based upon
the assumptions that, immediately after the effective time of the
Consolidation, current partners in the Partnerships will own at least 80% of
the Common Stock of AeroMax (which is the only outstanding class of stock in
AeroMax), and that no party to the Consolidation will have made any commitment
to sell any Common Stock of AeroMax received in connection with the
Consolidation.
Based upon the foregoing, and in reliance thereon, we are of the opinion that
the material federal income tax consequences of the Consolidation should be as
set forth in the segment
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Aeromax, Inc.
April 2, 1997
Page 2
of the Registration Statement captioned "Federal Income Tax Considerations",
which appears at pages 93 through 96 of the Registration Statement.
No opinion is expressed as to any tax consequence of the Consolidation, except
for the opinions as to material tax consequences of the Consolidation set forth
in the segment of the Registration Statement captioned "Federal Income Tax
Considerations". Furthermore, this opinion of counsel represents only this
firm's best judgment as to the probable federal income tax consequences of the
Consolidation, and is not binding on the Internal Revenue Service or the
courts. The conclusions made herein are based on the present Internal Revenue
Code and existing judicial decisions, administrative regulations and published
rulings. There is no assurance, however, that there will not be future
legislative, judicial or administrative changes in the law which would affect
the accuracy of the conclusions stated herein. Nevertheless, we undertake no
responsibility to advise you of any such change.
Very truly yours,
/s/ GRAHAM & JAMES LLP