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EXHIBIT 8.1
TAX OPINION OF
AKERMAN, SENTERFITT & EIDSON, P.A.
June 10, 1997
Florida Panthers Holdings, Inc.
100 Northeast Third Avenue
Second Floor
Ft. Lauderdale, Florida 33301
Re: Certain Federal Income Tax Consequences Relating to the Transfer
of Assets by the Boca Partnership to Panthers BRHC, a Florida
Limited Partnership in Exchange for Non-Managing General
Partnership Interest in Panthers BRHC and to the Managing General
Partner and Limited Partner, Partners in Panthers BRHC, in
Exchange for Fee Shares, Warrants and Rights.
We have acted as your legal counsel in connection with the above
transaction (the "Contribution and Exchange") as set forth in an Amended and
Restated Contribution and Exchange Agreement dated as of March 20, 1997 (the
"Agreement") between you, Panthers BRHC, the Boca Partnership, BRMC, L.P. and
BRMC Corporation. In connection with that representation, we prepared the
summaries under the sections titled "SUMMARY -- CERTAIN FEDERAL INCOME TAX
CONSEQUENCES" and "THE CONTRIBUTION AND EXCHANGE -- CERTAIN FEDERAL INCOME TAX
CONSEQUENCES" (the "Tax Summaries") which are contained in the Registration
Statement on Form S-4 with respect to the shares of your Class A Common Stock
issuable upon exercise of the Rights and Warrants, and in the Solicitation
Statement/Prospectus filed as part of the Registration Statement, filed with the
Securities and Exchange Commission on June 10, 1997. This letter refers to the
above Registration Statement, the Solicitation Statement/Prospectus and all
Schedules, Annexes and Exhibits thereto and all amendments made thereto through
the date hereof collectively as the "Registration Statement." Capitalized terms
used herein have the meaning they have in the Registration Statement.
The Tax Summaries are incorporated by reference into this opinion. We
hereby confirm that our opinion regarding the material federal income tax
consequences of the Contribution and Exchange are set forth in the Tax
Summaries.
As noted in the Tax Summaries, the Tax Summaries do not purport to deal
with all aspects of federal income taxation that might be relevant to particular
Limited Partners in light of their personal circumstances or status. Nor do the
Tax Summaries discuss the federal income tax consequences to certain types of
Limited Partners subject to a special treatment under the federal income tax
laws, such as certain financial institutions, insurance companies, dealers in
securities, tax-exempt organizations, foreign corporations or nonresident alien
individuals. Moreover, the Tax Summaries do not describe the effect of any
applicable state, local or foreign tax laws.
In rendering the above opinion, we have examined such documents as we have
considered necessary or appropriate as a basis for such opinion, including the
following: (1) the Registration Statement; (2) the Agreement; and (3) other
necessary documents. In our review, we have assumed, with your consent, that the
documents that we reviewed in proposed form will executed in substantially the
same form. We have also assumed, with your consent, that all facts,
representations and statements set forth in the documents we reviewed are true
and correct in all material respects, and that the Contribution and Exchange
will be consummated in accordance with the Agreement. We have also assumed 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, that
documents have been, or will be, properly executed and that copies of documents
conform to the originals thereof.
The opinions set forth in this letter are also based upon certain
representations as of the date hereof of Panthers Holdings and Panthers BRHC
attached hereto as Exhibit "A" and the Boca Partnership attached hereto as
Exhibit "B". If any of the representations or any of the above assumptions are
not accurate, our opinions and the Summary may not be accurate and could change.
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Florida Panthers Holdings, Inc.
June 10, 1997
Page 2
We hereby consent to the filing of this opinion as Exhibit 8.1 to the
Registration Statement and to the reference made to this opinion and the firm in
the first paragraph of the "CERTAIN FEDERAL INCOME TAX CONSEQUENCES" section of
the Registration Statement.
This opinion is rendered as of the date hereof and is based upon the
Internal Revenue Code of 1986, as amended, the applicable Treasury Regulations
promulgated and proposed thereunder, judicial authority and current
administrative rulings and practice. An opinion of counsel is not binding on the
IRS or a court. Legislative, judicial or administrative changes or
interpretations could alter or modify, or affect the continued validity, of the
statements or conclusions in either the Tax Summaries or this opinion. We
undertake no obligation to advise you of any change in any matter set forth
herein or in the Tax Summaries after the date hereof.
Respectfully submitted,
/s/ Akerman, Senterfitt & Eidson, P.A.
AKERMAN, SENTERFITT & EIDSON, P.A.
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EXHIBIT "A"
REPRESENTATION LETTER
PROVIDED BY PANTHERS HOLDINGS, INC.
TO AKERMAN, SENTERFITT & EIDSON, P.A.
JUNE 10, 1997
Akerman, Senterfitt & Eidson, P.A.
Suntrust International Center
28th Floor
One S.E. 3rd Avenue
Miami, Florida 33131-1704
Gentlemen:
You have acted as our legal counsel in connection with the above
transaction (the "Contribution and Exchange") as set forth in an Amended and
Restated Contribution and Exchange Agreement dated as of March 20, 1997 (the
"Agreement") between Panthers Holdings, Inc. ("Holdings"), Panthers BRHC, the
Boca Partnership, BRMC, L.P. and BRMC Corporation. In connection with that
representation, you prepared the summary under the section titled "CERTAIN
FEDERAL INCOME TAX CONSEQUENCES" (the "Summary") which is contained in the
Registration Statement on Form S-4 with respect to shares of Class A Common
Stock issuable upon exercise of the Rights and Warrants, and also contained in
the Solicitation Statement/Prospectus filed as part of the Registration
Statement, filed with the Securities and Exchange Commission on June 10, 1997.
This letter refers to the above Registration Statement, the Solicitation
Statement/Prospectus and all Schedules, Annexes and Exhibits thereto, and all
amendments made thereto through the date hereof, collectively as the
"Registration Statement." Capitalized terms used herein and not otherwise
defined in this letter have the meaning they have in the Registration Statement.
In connection with your above duties as legal counsel to Holdings, Holdings
has requested your legal opinion as to the following federal income tax matters:
(i) Panthers BRHC will be taxed as a partnership for federal income
tax purposes;
(ii) the consummation of the transaction contemplated by the Agreement
(the "Contribution and Exchange") should not cause the Boca Partnership to
become a publicly-traded partnership and taxed as a corporation for federal
income tax purposes; and
(iii) the Summary fairly describes the material federal income tax
consequences to the Limited Partners of the Boca Partnership relating to
the Contribution and Exchange.
In connection with the above opinions, the undersigned, Holdings and
Panthers BRGP Corporation, as the general partner of Panthers BRHC, for itself
on behalf Panthers BRHC, makes the representations set forth below. We
understand that these representations will be relied upon by you in rendering
the above opinions.
1. To the best of the knowledge of the officers and directors of Holdings,
matters set forth in the Registration Statement relating to the Holdings are
true and accurate in all material respects.
2. Assuming all necessary consents and approvals are obtained and the
closing of the Contribution and Exchange, all transactions contemplated in the
Registration Statement and in the Agreement will take place in all material
respects as described therein.
3. The Panthers BRHC is a duly organized and validly existing limited
partnership under the laws of the State of Florida and, after the closing of the
Contribution and Exchange, will remain as such a limited partnership.
4. Each of the agreements and documents referred to in the Agreement will
be executed in substantially the same form as contemplated in the Agreement or
the current drafts thereof, and the Panthers BRHC will operate in accordance
with, and comply with, the terms thereof.
5. Holdings will cause a wholly-owned subsidiary of Holdings to become a
limited partner in the Boca Partnership.
6. Holdings will cause the wholly-owned subsidiary of Holdings to purchase
all of the Units of limited partnership interests in the Boca Partnership upon
the exercise of Rights.
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Akerman, Senterfitt & Eidson, P.A.
June 10, 1997
Page 2
7. Neither Holdings nor the wholly-owned subsidiary described in 5 and 6,
above, will acquire the Units for resale.
8. Holdings will cause another wholly-owned subsidiary of Holdings to
acquire the partnership interests of the Boca General Partner upon the exercise
by such Partner of Rights, and this subsidiary will not acquire the interests
for resale.
9. Holdings has no current plan or intention to add a significant or
substantial new line of business to Panthers BRHC after the consummation of the
Contribution and Exchange.
10. Panthers BRHC was formed and will be operated with a profit motive.
11. Panthers BRHC will make all distributions of operating cash flow only
as contemplated in the Agreement.
We have reviewed the proposed form of your opinion letter and consent to
the assumptions and limitations therein.
Sincerely,
FLORIDA PANTHERS HOLDINGS, INC.
By:
--------------------------------
Name:
----------------------------
Title:
---------------------------
PANTHERS BRHC LIMITED
BY: PANTHERS BRGP CORPORATION, for
itself and as
sole general partner of Panthers
BRHC Limited
By:
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Name:
--------------------------
Title:
-------------------------
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EXHIBIT "B"
REPRESENTATION LETTER
TO BE PROVIDED BY BOCA PARTNERSHIP TO
AKERMAN, SENTERFITT & EIDSON, P.A.
June 10, 1997
Akerman, Senterfitt & Eidson, P.A.
Suntrust International Center
28th Floor
One S.E. 3rd Avenue
Miami, Florida 33131-1704
Gentlemen:
You have acted as legal counsel to Florida Panthers Holdings, Inc.
("Holdings") in connection with an Amended and Restated Contribution and
Exchange Agreement dated as of March 20, 1997 (the "Agreement") among Holdings,
Panthers BRHC Limited, Boca Raton Hotel and Club Limited Partnership (the "Boca
Partnership"), BRMC, L.P. and BRMC Corporation. In connection with that
representation, we understand that you prepared the summary under the section
titled "CERTAIN FEDERAL INCOME TAX CONSEQUENCES" (the "Summary") which is
contained in the Registration Statement on Form S-4 with respect to shares of
Class A Common Stock of Holdings issuable upon the exercise of the Rights and
Warrants, and also contained in the Solicitation Statement/Prospectus filed as
part of such Registration Statement, filed with the Securities and Exchange
Commission on June 10, 1997. This letter refers to the above Registration
Statement, the Solicitation Statement/Prospectus and all Schedules, Annexes and
Exhibits thereto, and all amendments made thereto through the date hereof,
collectively as the "Registration Statement." Capitalized terms used herein and
not otherwise defined in this letter have the meaning they have in the
Registration Statement.
In connection with your above duties as legal counsel to Holdings, Holdings
has requested your legal opinion in relevant part as to the following federal
income tax matters:
(i) the consummation of the transaction contemplated by the Agreement
(the "Contribution and Exchange") should not cause the Boca Partnership to
be treated as a publicly-traded partnership for federal income tax
purposes; and
(ii) the Summary fairly describes the material federal income tax
consequences to the Limited Partners of the Boca Partnership relating to
the Contribution and Exchange.
In connection with the above opinion, the undersigned, as the general
partner of the Boca Partner which is the general partner of the Boca
Partnership, for itself on behalf of the Boca Partner and the Boca Partnership,
makes the representations set forth below. We understand that these
representations will be relied upon by you in rendering the above opinions.
1. To the best of the knowledge of the officers and directors of BRMC
Corporation, matters set forth in the Registration Statement relating to the
Boca Partnership are true and accurate in all material respects.
2. Assuming all necessary consents and approvals are obtained and the
closing of the Contribution and Exchange, all transactions contemplated in the
Registration Statement and in the Agreement will take place in all material
respects as described therein.
3. The Boca Partnership is a duly organized and validly existing limited
partnership under the laws of the State of Florida and, after the closing of the
Contribution and Exchange, will remain as such a limited partnership.
4. Each of the agreements and documents referred to in the Agreement will
be executed in substantially the same form as contemplated in the Agreement or
the current drafts thereof, and the Boca Partnership will operate in accordance
with, and comply with, the terms thereof.
5. The Boca General Partner (or its predecessor) became the general partner
of the Boca Partnership on January 15, 1993.
6. Except for certain items noted in Section 5.20 of the Agreement,
substantially all of the liabilities of the Boca Partnership to be assumed by
Panthers BRHC, whether or not repaid as of or shortly after the closing of the
Contribution and Exchange, are described as follows: (i) debt incurred by the
Boca Partnership before March 20, 1995 (or incurred since that date, but the
proceeds of which can be specifically allocated or traced to repay the earlier
debt (refinancing debt)) and encumbering property to be transferred by Boca
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Akerman, Senterfitt & Eidson, P.A.
June 10, 1997
Page 2
Partnership to Panthers BRHC; (ii) debt not described in (i) but which was not
incurred in anticipation of the Contribution and Exchange; (iii) debt that is
specifically allocable and traceable to capital improvements with respect to
property to be contributed to Panthers BRHC; or (iv) a liability or debt that
was incurred in the ordinary course of the trade or business of Boca
Partnership. For purposes of the liability noted in (ii), above, the Boca
Partnership will follow the notification procedure set forth in Treasury
Regulation Section 1.707-8.
7. Attached hereto as Schedule "A" is the Premier Club Membership Plan,
Club Rules and Regulation and a Premier Club New Member Application (including
the Conditions thereto), collectively the "Membership Documents."
(i.) Since January 15, 1993, paragraph 4(a) of the Club Rules and
Regulations has been a part of the Membership Documents.
(ii.) To the best of the knowledge of the Boca Partnership and the
Boca General Partner, the statement in 7(i) is accurate for periods prior
to January 15, 1993, and on or after the formation of the Club.
8. Except for the Units issued as a part of the original offering in 1983,
the Boca Partnership has not issued additional Units.
9. After the date hereof and the closing of the Contribution and Exchange,
the Boca Partnership will not issue additional Units.
10. There are a total of 253 Class A Units outstanding held of record by a
total of 327 Limited Partners.
11. No Class A Unit outstanding held of record by a Limited Partner is less
than 12.5 percent of a whole Unit.
12. Since January 15, 1993, and for periods prior thereto to the best
knowledge of the Boca General Partner and BRMC Corporation, there have not been
transfers of Units in the Boca Partnership, including by redemption of Units, in
any taxable year of the Boca Partnership beginning after December 31, 1987,
which, in the aggregate, represent a transfer of more than 5 percent of the
total interests in the Boca Partnership's capital or profits. For purposes of
the preceding sentence, transfers at death, transfers to a spouse, children,
grandchildren, brothers and sisters and parents and transfers of a more than 5
percent of the total interests in Boca Partnership's capital or profits during
any thirty (30) calendar day period are excluded.
13. Since January 15, 1993, and for periods prior thereto to the best
knowledge of the Boca General Partner and BRMC Corporation, (i) Units were not
regularly traded by brokers and dealers who made a market in such Units, or (ii)
Units were not readily bought, sold or otherwise transferred in a manner that is
comparable, economically, to trading on an established securities market such as
the New York Stock Exchange or the NASDAQ Stock Market.
14. After the date hereof and after the closing of the Contribution and
Exchange, the Boca General Partner in accordance with Paragraph 13 of the
Limited Partnership Agreement of the Boca Partnership will not (i) permit the
transfer of less than 12.5 percent of a whole Unit, including a transfer upon
the exercise of Rights, or (ii) permit the transfer of all or a portion of a
Unit, including a transfer upon the exercise of Rights, so that after the
transfer, the transferor owns less than 12.5 percent of a whole Unit.
15. After the date hereof and after the closing of the Contribution and
Exchange, the Boca General Partner will not recognize or otherwise consent to
(i) any transfer of Units through or to a broker, dealer, partnership matching
service or other secondary market or substantial equivalent thereof and (ii) any
transfer pursuant to a tender offer other than sales made by Unitholders upon
exercise of the Rights.
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Akerman, Senterfitt & Eidson, P.A.
June 10, 1997
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We hereby consent to the inclusion of this letter as an exhibit to the
opinion, or to a summary of the above representations in the opinion.
Sincerely,
BOCA RATON HOTEL AND CLUB LIMITED
PARTNERSHIP
By: BRMC, L.P., a Delaware limited
partnership, for itself and as
general partner of the Boca
Partnership
By: BRMC CORPORATION, a Delaware
corporation, for itself and as
general partner of BRMC, L.P.
By:
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Theodore V. Fowler
Chief Executive Officer
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