[LETTERHEAD]
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Arthur Andersen LLP
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June 10, 1998 Suite 1300
711 Louisiana Street
Houston, TX 77003-2786
Mr. Michael Loy 713 237 2323
HomeUSA, Inc.
Three Riverway, Suite 630
Houston, Texas 77056
Dear Mr. Loy:
You have requested our opinion as to certain U.S. federal income tax
consequences under the Internal Revenue Code of 1986, as amended (the
"Code"), resulting from the Agreement and Plan of Merger (the "Agreement"),
dated February 17, 1998 by and among Fleetwood Enterprises, Inc., a Delaware
corporation ("Fleetwood"), HUSA Acquisition Company, a Delaware corporation
and wholly owned subsidiary of Fleetwood ("HUSA") and HomeUSA, Inc., a
Delaware corporation ("HomeUSA"). Pursuant to the terms of the Agreement and
at the Effective Time, HomeUSA will merge with and into HUSA, with HUSA
becoming the surviving corporation. At the Effective Time, each share of
HomeUSA common stock, par value $0.01 per share, will be converted into the
right to receive the Merger Consideration as more fully discussed in Article
II, Section 2.01 of the Agreement. This opinion is being rendered pursuant to
Section 6.03(c) of the Agreement.
Terms not otherwise defined herein shall have the meanings ascribed to them
in the Agreement and/or the Registration Statement of Form S-4 of Fleetwood
(the "Registration Statement"), dated May 20, 1998.
We have not considered any nonincome tax, state, local or foreign income tax
consequences, and, therefore, do not express any opinion regarding the
treatment that would be given the merger by the applicable authorities on any
nonincome tax or any state, local or foreign tax issues. We also express no
opinion on nontax issues, such as corporate law or securities law matters,
including, but not limited to, all securities law disclosure requirements.
In rendering our opinion, we have relied upon the facts, information,
assumptions and representations as contained in the Agreement and
Registration Statement, including all attachments thereto. We have also
relied on additional representations made by the management of Fleetwood,
HUSA, and HomeUSA. We have assumed that these facts, information, assumptions
and representations are complete and accurate and have not independently
audited or otherwise verified any of these facts, information, assumptions or
representations.
[LETTERHEAD]
Mr. Michael Loy
Page 2
June 10, 1998
A misstatement or omission of any fact or a change or amendment in any of the
facts, information, assumptions or representations we have relied upon may
require a modification of all or a part of this opinion.
Our opinion is as of the date of the Proxy Statement/Prospectus. Pursuant to
the Agreement we will update this opinion, if necessary, as of the Closing
Date. Any change or amendment in any of the facts, information, assumptions or
representations we have relied upon as of the date of the Proxy
Statement/Prospectus may require a modification of all or a part of this
opinion as of the Closing Date.
The conclusions set forth below are based upon the Code, the Treasury
Regulations, and existing administrative and judicial interpretations thereof
as of the date of the Proxy Statement/Prospectus, all of which are subject to
change. All section references are to the Code unless otherwise stated. If
there is a change in the Code, the Treasury Regulations or public rulings
thereunder, the current Internal Revenue Service (the "Service") rulings or
releases, or in the prevailing judicial interpretation of the foregoing, the
opinion expressed herein would necessarily have to be re-evaluated in light
of any such changes. We have no responsibility to update this opinion for
events, transactions, changes in the above-listed law and authority or
circumstances occurring after the Closing Date.
This opinion is solely for the benefit of HomeUSA and its stockholders and is
not intended to be relied upon by any other parties. Although you do hereby
have our express consent to inform Fleetwood and HUSA of our opinion by
including copies of this letter as an exhibit to the Plan of Merger and as an
exhibit in the Registration Statement and by making reference to us and our
opinion in the Proxy Statement/Prospectus forming a part of the Registration
Statement, we assume no responsibility for any tax consequences to them.
Instead, each of these parties should consult and rely upon the advice of
his/her counsel, accountant or other tax advisor. Except to the extent
expressly permitted hereby, and without the prior written consent of this
firm, this letter may not be quoted in whole or in part or otherwise referred
to in any documents or delivered to any other person or entity.
We are of the opinion, based upon our interpretation of the Code, the
Treasury regulations, existing administrative and judicial interpretations
thereof and the foregoing facts, information, assumptions and
representations, all assumed to be accurate as of the date hereof, that, for
U.S. federal income tax purposes:
(i) The Merger will be treated for federal income tax purposes as a
reorganization within the meaning of Section 368(a)(1)(A) and Section
368(a)(2)(D) of the Code.
(ii) Fleetwood, HUSA and HomeUSA will each be a party to the
reorganization within the meaning of Section 368(b) of the Code.
[LETTERHEAD]
Mr. Michael Loy
Page 3
June 10, 1998
This opinion is not binding on the Service or the courts. There can be no
assurance that the Service or the courts will not take positions contrary to
the position expressed herein. The opinion expressed herein reflects our
assessment of the probable outcome of litigation and other adversarial
proceedings based solely on an analysis of the existing U.S. federal income
tax authorities relating to the issues.
Very truly yours,