Exhibit 8.1
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, NY 10004-1980
Tel: 212-859-8000
Fax: 212-859-4000
www.ffhsj.com
212-859-8000
March 22, 2002 (FAX: 212-859-4000)
The Procter & Gamble Company
One Procter & Gamble Plaza
Cincinnati, Ohio 45202
Ladies and Gentlemen:
We are acting as counsel to The Procter & Gamble Company, a
company incorporated under the laws of Ohio ("P&G"), in connection with the
proposed distribution to the shareholders of P&G (the "Distribution") of stock
in The Procter & Gamble Ohio Brands Company, a company incorporated under the
laws of Ohio that is currently a wholly owned subsidiary of P&G ("P&G Ohio"),
followed by the merger (the "Merger") of P&G Ohio with and into The J.M. Smucker
Corporation, a company incorporated under the laws of Ohio ("JMS"), with JMS
surviving the Merger. The Distribution and Merger will be consummated pursuant
to an Agreement and Plan of Merger, dated as of October 9, 2001, and amended as
of November 30, 2001, by and between P&G, P&G Ohio and JMS (the "Merger
Agreement"). For purposes of this opinion, capitalized terms used and not
otherwise defined herein shall have the meanings ascribed thereto in the Merger
Agreement.
JMS has filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "1933 Act"), a registration
statement on Form S-4 (Registration No. 333-XXXX) with respect to the JMS Common
Stock to be issued to the shareholders of P&G Ohio in the Merger in exchange for
their shares of P&G Ohio (the "JMS Registration Statement"). In addition, JMS
has prepared, and we have reviewed, an information statement/prospectus which is
contained in and made a part of the JMS Registration Statement, and the
appendices and annexes thereto, including the Merger Agreement (the "Information
Statement/Prospectus"). Further, P&G has submitted to the Internal Revenue
Service ("IRS") a request for private letter ruling, dated November 19, 2001, as
supplemented with further submissions to the IRS (the "Ruling Request"), with
respect to certain U.S. federal income tax consequences of the Distribution and
Merger. In rendering the opinion set forth below, we have relied upon the facts,
assumptions and other information stated in the Information
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Statement/Prospectus, the Ruling Request, and such other documents as we have
deemed appropriate.
The discussion set forth in the Information
Statement/Prospectus under the caption "Material United States Tax Consequences
of the Spin Off and the Merger" states that the Distribution will only occur if
P&G obtains certain rulings (or other written advice) from the IRS as to the tax
consequences of the Distribution, Merger and other matters, as described in the
Information Statement/Prospectus. We have assumed that (i) all parties to the
Merger Agreement, and to any other documents reviewed by us, have acted, and
will act, in accordance with the terms of the Merger Agreement and such other
documents, (ii) the Merger will be consummated at the Effective Time pursuant to
the terms and conditions set forth in the Merger Agreement without the waiver or
modification of any such terms and conditions; (iii) all representations
contained in the Merger Agreement, as well as those representations contained in
the Ruling Request are, and at the Effective Time will be, true and complete in
all material respects and (iv) the Merger is authorized by and will be effected
pursuant to applicable state law. Under the Merger Agreement, it is a condition
to the closing of the Merger that P&G receive an opinion, dated as of the date
of the Merger, of Fried, Frank, Harris, Shriver & Jacobson (which condition P&G
acknowledges is not satisfied by this letter and which condition P&G does not
intend to waive), to the effect that the Merger will, based upon certain
representations and statements by P&G, P&G Ohio, and JMS on or about the date of
the Merger and effective as of that time, constitute a reorganization under
Section 368(a) of the Internal Revenue Code of 1986, as amended.
Based upon and subject to the foregoing, we hereby confirm
that the discussion set forth in the Information Statement/Prospectus under the
caption "Material United States Tax Consequences of the Spin Off and the Merger"
to the extent the statements contained therein relate to matters of United
States federal income tax law or legal conclusions with respect thereto, and
subject to the qualifications, limitations and assumptions contained therein,
fairly presents in all material respects the information disclosed therein. No
opinion is expressed on any matters other than those specifically referred to
herein.
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The opinion expressed herein is furnished to you for use in
connection with the Registration Statement and may not be used for any other
purpose without our prior written consent. We hereby consent to the filing of
this opinion as an exhibit to the Registration Statement and to the references
to this firm in the Information Statement/Prospectus under the captions
"Material United States Tax Consequences of the Spin Off and the Merger" and
"Tax Matters." In giving this consent, we do not hereby admit that we are in
the category of persons whose consent is required under Section 7 of the 1933
Act.
Very truly yours,
By: /s/ Joel Scharfstein
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FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
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