OPINION RE TAX MATTERS.
EXHIBIT 8.1
[Letterhead of Lewis & Kappes, P.C.]
December 19, 2003
Alanar Real Estate
Investment Trust 1 Corporation
101 South Main Street
Sullivan, Indiana 47882
Ladies and Gentlemen:
We have acted as federal income tax counsel to Alanar Real Estate
Investment Trust 1 ("you"), in connection with the issuance by you of up to 2.5
million shares of your common stock. In that capacity, you have requested our
opinion regarding your ability to elect to be treated for United States federal
income tax purposes as a real estate investment trust (a "REIT"), within the
meaning of Section 856(a) of the Internal Revenue Code of 1986, as amended (the
"Code").
In rendering our opinion, we have relied upon statements contained in the
letter from you dated [_____], 2003 and delivered in connection with this
opinion (the "Representation Letter"). We have assumed, without independent
verification or inquiry, that the statements made in the Representation Letter
are true and correct and that the Representation Letter has been executed by an
appropriate and authorized officer of yours.
In connection with this opinion, we have reviewed copies of the
registration statement on Form S-11 (Registration No. 333 [_____]) filed by you
under the Securities Act of 1933, as amended, with the Securities and Exchange
Commission on [_____], 2003 and a copy of the related prospectus including any
documents incorporated by reference into such prospectus (the "Prospectus") and
have reviewed and relied upon originals or copies of such other agreements and
documents as we deemed necessary or appropriate for purposes of the opinion
rendered in this letter. In performing such review we have assumed the
genuineness of all signatures on all documents reviewed by us, the legal
capacity of all natural persons, the authenticity of all documents submitted to
us as originals, the conformity to the original documents of all documents
submitted to us as copies and the authenticity of the originals of such latter
documents. In making our examination of any documents executed, or to be
executed, by the parties indicated in such documents, we have also assumed,
without independent verification or inquiry, that each party has, or will have,
the power, corporate or other, to enter into and perform all obligations under
such documents, and have assumed the due authorization by all requisite action,
corporate or other, and execution and delivery by each party indicated in the
documents and that such documents constitute, or will constitute, valid and
binding obligations of each such party, and that the transactions contemplated
by such documents will be consummated in accordance with the terms of such
documents.
Subject to the qualifications, exceptions and limitations contained in this
letter, we are of the opinion that, commencing with your taxable year ending on
December 31, 2003, you will be owned and organized in conformity with the
requirements for qualification and taxation as a REIT under the Code, and your
proposed method of operation will enable you to meet the requirements for
qualification and taxation as a REIT under the Code.
Your qualification as a REIT will depend upon your satisfaction, through
actual operating results, distribution levels, diversity of stock ownership and
otherwise, of the applicable asset composition, source of income, shareholder
diversification, distribution, recordkeeping and other requirements of the Code
necessary for a corporation to qualify as a REIT. No assurance can be given that
the actual results of your operations for any taxable year will satisfy all
requirements. We do not undertake to monitor whether you actually will satisfy
the various qualification tests, and we express no opinion as to whether you
actually will satisfy such various qualification tests.
We confirm that the statements contained in the Prospectus under the
caption "Federal Income Tax Consequences of Our Status as a REIT," insofar as
such statements constitute a summary of the legal matters referred by us and are
correct in all material respects.
This opinion is based on the Code, existing and proposed Treasury
Regulations promulgated under the Code, judicial authorities and current
administrative rulings, and such other laws and authorities as we have deemed
relevant and necessary, all of which are subject to change, possibly with
retroactive effect, and differing interpretation. There can be no assurance,
moreover, that the opinion expressed in this letter will be accepted by the
Internal Revenue Service or, if challenged, by a court of law. A change in the
authorities or the accuracy or completeness of any of the information,
documents, certificates, statements, representations, covenants, or assumptions
on which this opinion is based could adversely affect the conclusions set out in
this opinion. This opinion is expressed as of the date of this letter, and we
undertake no obligation to supplement or revise our opinion to reflect any
changes in applicable law (including changes that have retroactive effect) or in
any information, document, certificate, record, statement, representation,
covenant, or assumption relied upon by us in rendering this opinion that becomes
incorrect or untrue. We have not considered and do not express any opinion other
than that expressly set out above. Nor have we addressed the consequences, if
any, under the law of any state, locality or foreign jurisdiction.
We consent to the use of this letter as an exhibit to the Registration
Statement and to the use of our name under the heading "Federal Income Tax
Considerations of our Status as a REIT" in the Prospectus. In giving this
consent, we do not admit that we are included in the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and
regulations promulgated under such act.
Sincerely,
LEWIS & KAPPES, P.C.