Exhibit 8.1
February 8, 2002
Gabelli Asset Management Inc.
One Corporate Center
Rye, New York 10580
Re: Offering of FELINE PRIDES
Ladies and Gentlemen:
We have acted as counsel to Gabelli Asset Management Inc., a
New York corporation (the "Company"), in connection with the preparation of
the Prospectus Supplement, dated January 31, 2002 (the "Prospectus
Supplement"), to the Prospectus, dated December 28, 2001 (the
"Prospectus"), relating to certain investment units (the "FELINE PRIDES"),
initially comprised of purchase contracts to purchase shares of class A
common stock of the Company, par value $0.001 per share, and senior notes
due 2007 (the "Notes") issued by the Company.
In connection with this opinion, we have examined and relied
on originals or copies, certified or otherwise identified to our
satisfaction, of (i) the Purchase Agreement, dated January 31, 2002,
between Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Gabelli & Company, Inc. and the Company, (ii) the
Registration Statement on Form S-3 (File No. 333-74676) of the Company
filed with the Securities and Exchange Commission (the "Commission") on
December 6, 2001 under the Securities Act of 1933, as amended (the
"Securities Act"), (iii) the Prospectus, (iv) the Prospectus Supplement,
(v) the Indenture, dated February 6, 2002, between the Company and The Bank
of New York, as trustee (the "Trustee"), as supplemented by the First
Supplemental Indenture, dated as of February 6, 2002, between the Company
and the Trustee, (vi) the Purchase Contract Agreement, dated February 6,
2002, between the Company and The Bank of New York, as Purchase Contract
Agent, and (vii) such other documents, certificates, and records as we have
deemed necessary or appropriate as a basis for the opinion set forth
herein. We have also relied upon statements and representations made to us
by representatives of the Company. For purposes of this opinion, we have
assumed the validity and the initial and continuing accuracy of the
documents, certificates, records, statements, and representations referred
to above.
In our examination, we have assumed the legal capacity of
all natural persons, 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 certified, conformed or
photostatic copies, and the authenticity of the originals of such latter
documents. In making our examination of documents executed, or to be
executed, by the parties indicated therein, we have assumed that each party
has, or will have, the power, corporate or other, to enter into and perform
all obligations thereunder, and we have also assumed the due authorization
by all requisite action, corporate or other, and execution and delivery by
each party indicated in the documents and that such documents constitute,
or will constitute, valid and binding obligations of each party.
In rendering our opinion, we have considered the applicable
provisions of the Internal Revenue Code of 1986, as amended, Treasury
Department regulations promulgated thereunder, pertinent judicial
authorities, interpretive rulings of the Internal Revenue Service, and such
other authorities as we have considered relevant. It should be noted that
statutes, regulations, judicial decisions, and administrative
interpretations are subject to change or differing interpretations,
possibly with retroactive effect. There can be no assurance, moreover, that
the opinion expressed herein will be accepted by the Internal Revenue
Service or, if challenged, by a court of law. A change in the authorities
or the accuracy or completeness of any of the information, documents,
certificates, records, statements, representations, covenants, or
assumptions on which our opinion is based could affect our conclusions.
This opinion is expressed as of the date hereof, and we are under no
obligation to supplement or revise our opinion to reflect any changes
(including changes that have retroactive effect) in applicable law or any
information, document, certificate, record, statement, representation,
covenant, or assumption relied upon herein that becomes incorrect or
untrue.
Based upon the foregoing and in reliance thereon, and
subject to the qualifications, exceptions, assumptions, and limitations
contained therein, we are of the opinion that:
(1) although the discussion set forth in the Prospectus
Supplement under the heading "CERTAIN UNITED STATES FEDERAL INCOME TAX
CONSEQUENCES" does not purport to discuss all possible United States
federal income tax consequences of the purchase, ownership, and disposition
of the FELINE PRIDES, such discussion constitutes, in all material
respects, a fair and accurate summary of the United States federal income
tax consequences of the purchase, ownership, and disposition of the FELINE
PRIDES, based upon current United States federal income tax law; and
(2) the Notes will be treated as indebtedness of the Company
for United States federal income tax purposes.
We express no opinion concerning any tax consequences
associated with the FELINE PRIDES other than those specifically set forth
herein.
This opinion is delivered to you solely for use in
connection with the Prospectus Supplement and is not to be used,
circulated, quoted, or otherwise referred to for any other purpose, or
relied upon by any other person, without our express written permission. In
accordance with the requirements of Item 601(b)(23) of Regulation S-K under
the Securities Act, we hereby consent to the filing of this opinion as an
exhibit to the Prospectus Supplement and to the reference to our firm in
the Prospectus Supplement. In giving such consent, we do not hereby admit
that we are in the category of persons whose consent is required under
Section 7 of the Securities Act or the rules or regulations of the
Commission thereunder.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher
& Flom LLP