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Exhibit 8.2
[Effective date of S-4]
Re: QUALIFICATION OF THE MERGER OF KEEPEP INC., A WHOLLY-OWNED
SUBSIDIARY OF CHEVRON CORPORATION, WITH AND INTO TEXACO INC. AS A
TAX-FREE REORGANIZATION
Texaco Inc.
2000 Westchester Avenue
White Plains, NY 10650
Ladies and Gentlemen:
We have acted as counsel for Texaco Inc. (the "COMPANY"), a Delaware
corporation, in connection with (i) the Merger, as defined and described in the
Agreement and Plan of Merger dated as of October 15, 2000, as amended by
Amendment No. 1 thereto dated as of March 30, 2001 (the "MERGER AGREEMENT")
among Chevron Corporation (the "PARENT"), a Delaware corporation, Keepep Inc.
("MERGER SUBSIDIARY"), a Delaware corporation and a newly formed, wholly owned
subsidiary of Parent, and the Company and (ii) the preparation and filing of the
related Registration Statement on Form S-4 (the "REGISTRATION STATEMENT"), which
includes the Proxy Statement/Prospectus (the "PROXY STATEMENT/PROSPECTUS"),
filed with the Securities and Exchange Commission (the "COMMISSION") under the
Securities Act of 1933, as amended (the "SECURITIES ACT") and the Securities
Exchange Act of 1934, as amended.
In connection with this opinion, we have examined the Merger Agreement,
the Proxy Statement/Prospectus and the representation letters of Parent and
Company to us dated _________, 2001 and delivered to us for purposes of our
opinion (the "REPRESENTATION LETTERS"). For purposes of this opinion, we have
assumed that (i) in all respects relevant to this opinion, the Merger will be
consummated in the manner described in the Merger Agreement and the Proxy
Statement/Prospectus and none of the terms or conditions contained therein have
been or will be modified and (ii) the representations and covenants made to us
by Parent and the Company in the Representation Letters are accurate
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Texaco Inc. 2 _________, 2001
and complete. The opinion expressed herein is based upon existing statutory,
regulatory and judicial authority and administrative rulings, any of which may
be changed at any time with retroactive effect. In addition, our opinion is
based solely on the documents that we have examined, the additional information
that we have obtained, and the statements contained in the letters from Parent
and the Company referred to above, which we have assumed will be true as of the
effective time of the Merger. Our opinion cannot be relied upon if any of the
facts pertinent to the U.S. federal income tax treatment of the Merger stated in
such documents or in such additional information is, or later becomes,
inaccurate, or if any of the statements contained in the letters from Parent or
the Company referred to above are, or later become, inaccurate.
Based upon the foregoing, in our opinion, the Merger will be treated for
Federal income tax purposes as a reorganization within the meaning of Section
368(a) of the Internal Revenue Code of 1986, as amended (the "CODE") and Parent,
the Company and Merger Subsidiary will each be a party to that reorganization
within the meaning of Section 368(b) of the Code and, accordingly, for U.S.
federal income tax purposes:
(i) holders of Parent stock will not recognize any gain or loss
as a result of the Merger;
(ii) holders of shares of Company stock will not recognize any
gain or loss as a result of the exchange of their shares of Company
stock for Parent common stock, except in respect of cash received
instead of fractional shares of Parent common stock, and will have a tax
basis in the Parent common stock received in the merger equal to the tax
basis of the Company stock surrendered in the Merger
(iii) a holder of Company stock surrendered in the Merger who
holds such stock as a capital asset within the meaning of Section 1221
of the Code will have a holding period with respect to the Parent common
stock received in the Merger that includes the holding period of such
Company stock;
(iv) to the extent a holder of Company stock receives cash
instead of a fractional share of Parent common stock, the holder will be
required to recognize gain or loss, measured by the difference between
the amount of cash received and the portion of the tax basis of the
holder's shares of Company stock allocable to the fractional share,
which gain or loss will be capital gain or loss if the holder of Company
stock holds such stock as a capital asset within the meaning of Section
1221 of the Code and will be long-term capital gain or loss if the share
of Company stock exchanged for
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Texaco Inc. 3 _________, 2001
the fractional share was held continuously for more than one year at the
Effective Time; and
(v) none of Parent, Company or Merger Subsidiary will recognize
gain or loss as a result of the Merger.
The preceding are the material U.S. federal income tax consequences of
the Merger. However, our opinion does not address U.S. federal income tax
consequences which may vary with, or are contingent upon, a shareholder's
individual circumstances. In addition, our opinion does not address any
non-income tax or any foreign, state or local tax consequences of the Merger.
In accordance with the requirements of Item 601(b)(23) of Regulation S-K
under the Securities Act, we hereby consent to the discussion of this opinion in
the Proxy Statement/Prospectus, to the filing of this opinion as an exhibit to
the Proxy Statement/Prospectus and to the reference to our firm under the
headings "The Merger-Material Federal Income Tax Consequences of the Merger" and
"Legal Matters" in the Proxy Statement/Prospectus. 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 or the rules and regulations of
the Commission thereunder.
The opinions expressed herein have been rendered at your request, are
solely for your benefit in connection with the Merger and may not be relied upon
by you in any other manner or by any other person and, except as set forth in
the preceding paragraph, may not be furnished to any other person without our
prior written approval.
Very truly yours,