EXHIBIT 8.3
[TROUTMAN SANDERS LLP LETTERHEAD]
November 23, 2005
Bull Run Corporation
Special Committee of the Board of Directors
1251 Avenue of the Americas
Suite 810
New York, New York 10020
Ladies and Gentlemen:
We have acted as counsel to Bull Run Corporation, a Georgia corporation
("BULL RUN"), in connection with (i) the Agreement and Plan of Merger (the
"MERGER AGREEMENT"), dated August 2, 2005, by and among Triple Crown Media,
Inc., a Delaware corporation ("TCM"), BR Acquisition Corp., a Georgia
corporation and a wholly owned subsidiary of TCM ("MERGER SUB"), and Bull Run,
pursuant to which Bull Run will be merged with and into Merger Sub (the
"MERGER") and (ii) the preparation and filing of the Registration Statement on
Form S-4, as amended (the "REGISTRATION STATEMENT"), which includes the proxy
statement of Bull Run relating to the Merger, the prospectus of TCM for the
issuance of shares of TCM common stock, and the information statement of Gray
Television, Inc. relating to the spin-off of TCM (collectively, the "PROXY
STATEMENT / PROSPECTUS / INFORMATION STATEMENT").
Capitalized terms used in this opinion letter and not otherwise defined
herein shall have the meanings ascribed to them in the Merger Agreement.
In rendering the opinion expressed herein, we have examined and relied
upon such documents as we have deemed necessary or appropriate, including
without limitation the Merger Agreement and the Registration Statement. In our
examination of documents, we have assumed, with your consent, that all documents
submitted to us as photocopies, facsimile copies, or electronic mail attachments
faithfully reproduce the originals thereof, that such originals are authentic,
that all such documents have been or will be duly executed to the extent
required, and that all obligations imposed by any such documents on the parties
thereto have been or will be performed or satisfied in accordance with their
terms. In addition, we have obtained such additional information and
representations as we have deemed relevant and necessary through consultation
with various representatives of TCM, Merger Sub, and Bull Run, including written
certificates (the "CERTIFICATES") from officers of TCM, Merger Sub and Bull Run
verifying certain relevant facts that have been represented to us.
We have assumed, with your consent, that (i) the Merger will be
effected in accordance with the Merger Agreement and will qualify as a statutory
merger under applicable state law, (ii) the statements of fact concerning the
Merger set forth in the Merger Agreement and the Registration Statement are
true, correct and complete and will remain true, correct and complete
Bull Run Corporation
November 23, 2005
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at all times up to and including the Effective Time, (iii) the representations
made by TCM, Merger Sub and Bull Run in their respective Certificates are true,
correct and complete and will remain true, correct and complete at all times up
to and including the Effective Time, and (iv) any representations made in the
Merger Agreement or the Certificates "to the knowledge of," or based on the
belief of TCM, Merger Sub or Bull Run or similarly qualified are true, correct
and complete and will remain true, correct and complete at all times up to and
including the Effective Time, in each case without such qualification. We have
not, however, undertaken any independent investigation of any factual matter set
forth in any of the foregoing.
Based upon and subject to the foregoing, we are of the opinion that the
Merger will qualify as a "reorganization" under Section 368(a) of the Internal
Revenue Code of 1986, as amended (the "CODE"). In addition, we hereby confirm
our opinion described in the Proxy Statement / Prospectus / Information
Statement under the heading "Material U.S. Federal Income Tax Consequences of
the Merger," subject to the limitations and qualifications stated therein.
The opinion expressed herein is based upon our analysis of the Code,
the U.S. Treasury regulations promulgated thereunder, administrative positions
of the Internal Revenue Service, and judicial decisions as of the date hereof
and represents our best legal judgment as to the matters addressed herein. Our
opinion, however, is not binding on the Internal Revenue Service or the courts.
Accordingly, no complete assurance can be given that the opinion expressed
herein, if contested, would be sustained by a court. Moreover, the authorities
upon which our opinion is based are subject to change, possibly on a retroactive
basis, and any such change could affect the opinion rendered herein.
Our opinion is based solely on the documents we have examined, the
additional information we have obtained, the assumptions we have made, and the
representations that have been made to us. Our opinion cannot be relied upon if
any of the facts contained in such documents or in any such additional
information is, or later becomes, inaccurate or if any of such assumptions or
representations is, or later becomes, inaccurate. We assume no obligation to
advise you of changes in law or facts or circumstances that come to our
attention after the date hereof that could affect our opinion. Finally, our
opinion is limited to the United States federal income tax matters specifically
covered thereby, and we have not been asked to address, nor have we addressed
herein, any other federal, state, local, or foreign income, estate, gift,
transfer, sales, use, or other tax consequences that may result from the Merger
or any other transaction.
The opinion expressed herein is furnished by us solely for the benefit
of Bull Run in connection with the matters addressed herein. We hereby consent
to the discussion of this opinion in the Proxy Statement / Prospectus /
Information Statement, the filing of this opinion as an exhibit to the
Registration Statement, and the references to our firm under the headings
"Material U.S. Federal Income Tax Consequences of the Merger" and "Legal
Matters" in the Proxy Statement / Prospectus / Information Statement. In giving
such consent, we do not thereby admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended, or the rules and regulations thereunder. Except as stated
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November 23, 2005
Page 3
in this paragraph, this opinion letter may not be relied upon by any other
person or entity for any purpose without our prior written consent.
Very truly yours,
/s/ Troutman Sanders LLP
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Troutman Sanders LLP