EXHIBIT 8
April 20, 2001 Brobeck, Phleger & Harrison LLP
One Market, Spear Street Tower
San Francisco, California 94105
Telephone: 415.442.0900
fax 415.442.1010
www.brobeck.com
Credit Management Solutions, Inc.
135 National Business Parkway
Annapolis Junction, Maryland 20701
Ladies and Gentlemen:
This opinion is being delivered to you in connection with (i) the Agreement and
Plan of Merger (the "Agreement") dated as of January 30, 2001, between The First
American Corporation, a California corporation ("Parent"), Rusti Corp., a
Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and
Credit Management Solutions, Inc., a Delaware corporation ("Target"), and (ii)
the preparation and filing with the Securities and Exchange Commission of a Form
S-4 Registration Statement relating to the Merger (the "Registration
Statement"). Pursuant to the Agreement, Merger Sub will merge with and into
Target (the "Merger"), and Target will become a wholly owned subsidiary of
Parent.
Except as otherwise provided, capitalized terms referred to herein have the
meanings set forth in the Agreement. All section references, unless otherwise
indicated, are to the Internal Revenue Code of 1986, as amended (the "Code").
We have acted as legal counsel to Target in connection with the Merger. As
such, and for the purpose of rendering this opinion, we have examined and are
relying upon (without any independent investigation or review thereof) the truth
and accuracy, at all relevant times, of the statements, covenants,
representations and warranties contained in the following documents (including
all schedules and exhibits thereto):
1. The Agreement;
2. The Registration Statement; and
3. Such other instruments and documents related to Parent, Target, Merger Sub
and the Merger as we have deemed necessary or appropriate.
In connection with rendering this opinion, we have assumed or obtained
representations (and are relying thereon, without any independent investigation
or review thereof) that:
A. Original documents submitted to us (including signatures) are authentic,
documents submitted to us as copies conform to the original documents, and
there has been (or will be by the Effective Time) due execution and delivery
of all documents where due execution and delivery are prerequisites to the
effectiveness thereof; and
Credit Management Solutions, Inc.
April 20, 2001
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B. The Merger will be consummated in accordance with the Agreement without any
waiver or breach of any material provision thereof, and the Merger will be
effective under applicable state law.
Based on our examination of the foregoing items and subject to the assumptions,
exceptions, limitations and qualifications set forth herein and in the
Registration Statement, we are of the opinion that the discussion set forth in
the Registration Statement under the heading "The Merger--Material Federal
Income Tax Consequences to You," describes the material United States federal
income tax consequences of the Merger generally applicable to United States
stockholders of Target who hold their shares of Target stock as capital assets.
We express no opinion as to any federal, state or local, foreign or other tax
consequences, other than as set forth in the Registration Statement under the
heading "The Merger--Material Federal Income Tax Consequences to You."
In addition to the assumptions and representations described above, this opinion
is subject to the exceptions, limitations and qualifications set forth below.
(1) This opinion represents and is based upon our best judgment regarding
the application of federal income tax laws arising under the Code,
existing judicial decisions, administrative regulations and published
rulings and procedures. Our opinion is not binding upon the Internal
Revenue Service or the courts, and there is no assurance that the
Internal Revenue Service will not successfully assert a contrary
position. Furthermore, no assurance can be given that future
legislative, judicial or administrative changes, on either a
prospective or retroactive basis, will not adversely affect the
accuracy of the conclusions stated herein. Nevertheless, we undertake
no responsibility to advise you of any new developments in the
application or interpretation of the federal income tax laws.
(2) No opinion is expressed as to any transaction other than the Merger
(whether or not undertaken in connection with the Merger) or as to any
transaction whatsoever, including the Merger, if all the transactions
described in the Agreement are not consummated in accordance with the
terms of such Agreement and without waiver or breach of any material
provision thereof or if all of the statements, representations,
warranties and assumptions upon which we relied are not true and
accurate at all relevant times. In the event any one of the
statements, representations, warranties or assumptions upon which we
have relied to issue this opinion is incorrect, our opinion might be
adversely affected and may not be relied upon.
This opinion is rendered to you solely in connection with the filing of the
Registration Statement. We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement. We also consent to the references to our
firm name wherever appearing in the Registration Statement with respect to the
discussion of the federal income tax consequences of the Merger, including
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April 20, 2001
Page 3
any amendments to the Registration Statement. This opinion may not be relied
upon for any other purpose, and may not be made available to any other person,
without our prior written consent.
Very truly yours,
BROBECK, PHLEGER & HARRISON LLP