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Exhibit 8
LAW OFFICES
STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A.
MUSEUM TOWER
150 WEST FLAGLER STREET
MIAMI, FLORIDA 33130
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MIAMI (305) 789-3200 o BROWARD (954) 463-5440
FAX (305) 789-3395
E. RICHARD ALHADEFF THEODORE A. JEWELL DAVID A. ROTHSTEIN OWEN S. FREED
LOUISE JACOWITZ ALLEN MICHAEL I. KEYES BETTY CHANG ROWE SENIOR COUNSEL
STUART D. AMES TEDDY D. KLINGHOFFER STEVEN D. RUBIN
LAWRENCE J. BAILIN ROBERT T. KOFMAN MIMI L. SALL DAVID M. SMITH
PATRICK A. BARRY PAUL TAGER LEHR NICOLE S. SAYFIE LAND USE CONSULTANT
AMANDA C. BARRY VERNON L. LEWIS RICHARD E. SCHATZ
SHAWN BAYNE WENDELL T. LOCKE LESTER E. SEGAL
LISA K. BENNETT KEVIN B. LOVE JAY B. SHAPIRO TAMPA OFFICE
SUSAN FLEMING BENNETT JOY SPILLIS LUNDEEN MARTIN S. SIMKOVIC SUITE 2200
LISA K. BERG GEOFFREY MacDONALD CURTIS H. SITTERSON SUNTRUST FINANCIAL CENTRE
MARK J. BERNET MICHAEL C. MARSH RONNI D. SOLOMON 401 EAST JACKSON STREET
HANS C. BEYER BRIAN J. McDONOUGH MARK D. SOLOV TAMPA, FLORIDA 33602
MARTIN G. BURKETT ANTONIO R. MENENDEZ EUGENE E. STEARNS
ELLEN I. CHO FRANCISCO J. MENENDEZ JENNIFER D. STEARNS (813) 223-4800
SETH THOMAS CRAINE ALISON W. MILLER BRADFORD SWING
PETER L. DESIDERIO VICKI LYNN MONROE SUSAN J. TOEPFER
MARK P. DIKEMAN HAROLD D. MOOREFIELD, JR. ANNETTE TORRES FORT LAUDERDALE OFFICE
SHARON QUINN DIXON JOHN N. MURATIDES DENNIS R. TURNER SUITE 1900
ALAN H. FEIN JOHN K. OLSON RONALD L. WEAVER 200 EAST BROWARD BOULEVARD
ANGELO M. FILIPPI ROBERT C. OWENS ROBERT I. WEISSLER FORT LAUDERDALE, FLORIDA 33301
ANDREA F. FISHER JAY P. W. PHILP PATRICIA G. WELLES
ROBERT E. GALLAGHER, JR. NOAH C. POLLACK THOMAS H. WILLIAMS, JR. (954) 462-9500
CHAVA E. GENET DARRIN J. QUAM MARTIN B. WOODS
LATASHA A. GETHERS JOHN M. RAWICZ
PATRICIA K. GREEN PATRICIA A. REDMOND
JOSEPH K. HALL ELIZABETH G. RICE
ALICE R. HUNEYCUTT GLENN M. RISSMAN
RICHARD B. JACKSON CARL D. ROSTON
October 15, 1998
Servico, Inc.
1601 Belvedere Road
West Palm Beach, Florida 33406
Attention: Board of Directors
Lodgian Capital Trust I
c/o Servico, Inc.
1601 Belvedere Road
West Palm Beach, Florida 33406
Attention: Regular Trustees
Gentlemen:
We have acted as counsel to Servico, Inc., a Florida corporation (the
"Company"), and Lodgian Capital Trust I, a Delaware statutory business trust
("the Trust"), in connection with the registration statement of the Company and
the Trust on Form S-3 (the "Registration Statement") of which a prospectus
("Prospectus") is a part, to be filed by the Company and the Trust with the
Securities and Exchange Commission (the "SEC") under the Securities Act of 1933,
as amended, for the purpose of registering Convertible Redeemable Equity
Structured Trust Securities of the Trust (the "CRESTS"), 7% Convertible Junior
Subordinated Debentures of the Company, the guarantee of the Company with
respect to such CRESTS and shares of the Common Stock, par value $.01 per share,
of the Company. This opinion is furnished pursuant to the requirements of Item
601(b)(8) of Regulation S-K.
For purposes of rendering this opinion, we have reviewed and relied
upon the Registration Statement and such other documents and instruments as we
deemed necessary for the rendering of this opinion. In our examination of
relevant documents, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as copies, the authenticity
of such copies and the accuracy and completeness of all corporate records made
available to us by the Company and the Trust. We have also assumed the absence
of any undisclosed amendments or supplements to or modifications or terminations
of any such
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Servico, Inc.
Lodgian Capital Trust I
October 15, 1998
Page 2
documents and the absence of any undisclosed waiver of any right or remedy
contained in any such documents.
Based solely on our review of such documents, and upon such information
as the Company has provided to us (which we have not attempted to verify in any
respect), and reliance upon such documents and information, we hereby adopt and
incorporate by reference the opinion set forth in the Prospectus under the
caption "Certain United States Federal Income Tax Consequences."
Our opinion is limited to the federal income tax matters described
above and does not address any other federal income tax considerations or any
state, local, foreign, or other tax considerations. If any of the information on
which we have relied is incorrect, or if changes in the relevant facts occur
after the date hereof, our opinion could be affected thereby. Moreover, our
opinion is based on the Internal Revenue Code of 1986, as amended, applicable
Treasury regulations promulgated thereunder, and Internal Revenue Service
rulings, procedures, and other pronouncements published by the United States
Internal Revenue Service. These authorities are all subject to change, and such
change may be made with retroactive effect. We can give no assurance that, after
such change, our opinion would not be different. We undertake no responsibility
to update or supplement our opinion. This opinion is not binding on the Internal
Revenue Service, and there can be no assurance, and none is hereby given, that
the Internal Revenue Service will not take a position contrary to one or more of
the positions reflected in the foregoing opinion, or that our opinion will be
upheld by the courts if challenged by the Internal Revenue Service.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the use of our name in the Prospectus
under the caption "Certain United States Federal Income Tax Consequences."
Very truly yours,
STEARNS, WEAVER, MILLER, WEISSLER
ALHADEFF & SITTERSON, P.A.
STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A.