EXHIBIT 8.1
[GCH LOGO] 191 N. Wacker Drive, Suite 3700 Washington, D.C.
Gardner Carton & Dauglas Chicago, Illinois 60606 Milwaukee, WI
Tel 312 569 1000 Fax 312 569 3000 Albany, NY
www.gcd.com
June 22, 2005
Coleman Cable, Inc.
1530 Shields Drive
Waukegan, IL 60085
RE: REGISTRATION STATEMENT ON FORM S-4
Ladies and Gentlemen:
This opinion is being delivered to you in connection with the filing of a
registration statement (the "Registration Statement") on Form S-4 by Coleman
Cable, Inc. (the "Company") with the Securities and Exchange Commission in
connection with the Company's offer (the "Exchange Offer") to exchange 9-7/8%
Senior Exchange Notes due October 1, 2012 (the "New Notes") for all outstanding
9-7/8% Senior Notes due October 1, 2012 (the "Old Notes), as described in the
Registration Statement.
For purposes of rendering this opinion, we have examined and, with your
consent, have relied without independent investigation or verification upon the
accuracy and completeness of the facts, information, covenants, and
representations contained in originals or copies, certified or otherwise
identified to our satisfaction, of the Registration Statement and such other
documents as we considered relevant to our analysis. In our examination of
documents, we have assumed the authenticity of original documents, the
conformity to original documents of all documents submitted to us as certified
or photostatic copies, the genuineness of signatures, and the legal capacity of
signatories. In rendering our opinion, we have assumed, with your consent, and
our opinion is conditioned on, among other things, the initial and continuing
accuracy of the facts, information, covenants, and representations set forth in
the documents referred to above.
This opinion addresses only the specific United States federal income tax
consequences of the exchange of Old Notes for New Notes in the Exchange Offer
set forth below, and does not address any other federal, state, local, or
foreign income, estate, gift, transfer, sales, use, or other tax consequences.
On the basis of the foregoing, it is our opinion that (1) the exchange of
Old Notes for New Notes in the Exchange Offer will not result in gain or loss to
holders for United States federal income tax purposes; (2) a holder's holding
period in the New Notes will include the
Coleman Cable, Inc.
June 22, 2005
Page 2
holding period of the Old Notes exchanged therefor; and (3) a holder's adjusted
tax basis in the New Notes will be the same as the adjusted tax basis in the Old
Notes exchanged therefor immediately before such exchange.
The conclusions expressed herein represent our best judgment as to the
proper treatment of the exchange of Old Notes for New Notes in the Exchange
Offer under the income tax laws of the United States based upon the Internal
Revenue Code of 1986 (the "Code"), its legislative history, existing and
proposed federal income tax regulations (the "Regulations"), and administrative
and judicial interpretations of the Code and Regulations, all as in effect as of
the date of this document and all of which are subject to change, possibly with
retroactive effect. A change in any of the authorities upon which our opinion is
based could affect our conclusions stated herein. Nevertheless, we undertake no
responsibility to advise you of any developments after the date of this document
in the application or interpretation of the income tax laws of the United
States.
Our opinion represents our best judgment of how a court would decide if
presented with the issues addressed herein and is not binding upon either the
Internal Revenue Service (the "IRS") or any court. Thus, no assurances can be
given that the IRS or a court will agree with our conclusions.
This opinion is intended solely for the purpose of inclusion as an exhibit
to the Registration Statement. It may not be relied upon for any other purpose
and may not be made available to any other person or entity without our prior
written consent. This opinion also may not be relied upon except with respect to
the consequences specifically discussed herein. We hereby consent to the filing
of this opinion as an exhibit to the Registration Statement. In giving this
consent, however, we do not hereby concede that we are experts within the
meaning of the Securities Act of 1933, as amended, or the rules and regulations
thereunder, nor do we admit that we are in the category of persons whose consent
is required under Section 7 of the Securities Act of 1933, as amended.
Very truly yours,
/s/ GARDNER CARTON & DOUGLAS LLP
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GARDNER CARTON & DOUGLAS LLP