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EXHIBIT 8.1
BASS, BERRY & SIMS PLC
315 DEADERICK STREET
SUITE 2700
NASHVILLE, TN 37238
(615) 742-6200
July 31, 2000
Dollar General Corporation
100 Mission Ridge
Goodlettsville, TN 37027
Re: Dollar General Corporation 8 5/8% Exchange Notes Due June 15, 2010
Ladies and Gentlemen:
We have acted as counsel to Dollar General Corporation, a Tennessee
corporation ("Issuer"), and each of Dolgencorp, Inc., a Kentucky corporation,
Dolgencorp of Texas, Inc., a Kentucky corporation, DG Logistics, LLC, a
Tennessee limited liability company, Dade Lease Management, Inc., a Delaware
corporation, Dollar General Partners, a Kentucky general partnership, Dollar
General Financial, Inc., a Tennessee corporation, Nations Title Company, Inc., a
Tennessee corporation, Dollar General Intellectual Property, L.P., a Vermont
limited partnership, and The Greater Cumberland Insurance Company, a Vermont
corporation (collectively, and together with the Issuer, the "Companies"), in
connection with the preparation of the Registration Statement on Form S-4 (the
"Registration Statement"), and the prospectus forming a part thereof (the
"Prospectus"), filed by the Companies with the Securities and Exchange
Commission with respect to $200,000,000 aggregate principal amount of the
Issuer's 8 5/8% Exchange Notes due June 15, 2010 (the "Exchange Notes") and the
related guarantees of the Guarantors. The Exchange Notes and the Guarantees were
offered in exchange for the Issuer's issued and outstanding 8 5/8% Notes due
June 15, 2010 and related guarantees, all as described in the Registration
Statement (the "Exchange Offer"). Unless otherwise defined herein, capitalized
terms used herein have the respective meanings ascribed to those terms in the
Prospectus.
In connection with this opinion, we have reviewed, among other matters,
the Registration Statement and such other transaction documents, corporate
documents and records of the Companies, such certificates of public officials
and such other matters as we have deemed necessary or appropriate for purposes
of this opinion.
Our opinion is based upon existing federal income tax laws,
regulations, administrative pronouncements and judicial decisions. All such
authorities are subject to change, either prospectively or retroactively. No
assurance can be provided as to the effect of any such change upon our opinion.
The opinion set forth herein has no binding effect on the Internal
Revenue Service or the courts. No assurance can be given that, if the matter
were contested, a court would agree with the opinion set forth herein.
Based upon the foregoing, we advise you that in our opinion, except as
to factual matters and subject to the qualifications and limitations set out in
the Prospectus, the statements contained in the Prospectus under the caption
"Material United States Tax Consequences of the Exchange Offer" fairly summarize
the material United States federal income tax consequences of an investment in
the Exchange Notes.
In giving the foregoing opinion, we express no opinion other than as to
the federal income tax law of the United States of America.
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We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement relating to the Exchange Offer. We also consent to the
reference to our firm under the caption "Material United States Tax Consequences
of the Exchange Offer" in the Prospectus contained in such Registration
Statement.
Our opinion is rendered as of the date hereof and we assume no
obligation to advise you of changes in law or fact (or the effect thereof on the
opinions expressed herein) that hereafter may come to our attention.
This opinion is rendered solely for your information in connection with
the above-mentioned transaction and may not be delivered or quoted to any other
person or relied upon for any other purpose without our prior written consent,
except as provided above.
Very truly yours,
/s/ Bass, Berry & Sims PLC