[LETTERHEAD]
June 9, 1998
Board of Directors
99CENTS Only Stores
4000 Union Pacific Ave.
City Of Commerce, CA 90023
Re: 99CENTS ONLY STORES, INC., A CALIFORNIA CORPORATION
REGISTRATION STATEMENT ON FORM S-4
Ladies and Gentlemen:
In connection with the registration by 99CENTS Only Stores, a California
corporation (the "Company"), of shares of common stock of the Company, no par
value (the "Shares"), under the Securities Act of 1933, as amended (the
"Act"), on Form S-4 filed with the Securities and Exchange Commission (the
"Commission") on April 20, 1998, and, as such filing may be hereafter amended
(the "Registration Statement"), you have requested our opinion with respect
to the matter set forth below.
In our capacity as your counsel in connection with such registration, we
are familiar with the proceedings taken and proposed to be taken by the
Company in connection with the authorization and issuance of the Shares and,
for the purposes of this opinion, have assumed such proceedings will be
timely completed in the manner presently proposed. In addition, we have made
legal and factual examinations and inquiries, including an examination of
originals or copies certified or otherwise identified to our satisfaction of
such documents, corporate records and instruments as we have deemed necessary
or proper for purposes of this opinion.
In our examination we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, and the authenticity of all
documents submitted to us. In making our examination of documents executed
by the parties, we have assumed that such parties have the power to enter
into and perform all obligations thereunder and have also assumed the due
authorization by all requisite action and the valid execution and delivery by
such parties of such documents and the validity, binding effect and
enforceability thereof.
This opinion is conditioned upon certain representations made by the
Company as to factual matters through a certificate of an officer of the
Company, which provided that (i) the Company will not reacquire any of the
Shares it exchanges for shares of Universal International, Inc. ("Universal")
common stock and (ii) the Company has no plans to cease Universal's business.
The officer's certificate also provided that the Company will refrain from
certain specified activities which would jeopardize the tax-free nature of
the reoganization. This opinion is also based on certain representations as
to factual matters made through an additional certificate
99CENTS Only Stores, Inc.
June 9, 1998
Page
of an officer of Universal, which provided that Universal will refrain from
certain specified activities which would jeopardize the tax-free nature of
the reorganization. Also, this opinion is based upon the factual
representations of the Company representing its business and properties as
set forth in the Registration Statement. Furthermore, we have assumed that
the Exchange Offer will be consummated pursuant to its terms, including the
exhibits thereto.
We are opining herein as to the effect on the subject transaction only
of the federal income tax laws of the United States, and we express no
opinion with respect to the applicability thereto, or the effect thereon, of
other federal laws, the laws of any other jurisdiction or as to any matters
of municipal law or the laws of any other local agencies within any state.
Based upon the facts set forth in the Registration Statement and in the
form of Certificates, it is our opinion that the exchange of shares pursuant
to the Exchange Offer, and subject to the successful completion of all of the
conditions to the Exchange Offer, will qualify as a "reorganization" as
defined in Section 368(a) of the Internal Revenue Code of 1986, as amended
(the "Code"), and the Company and Universal shareholders who tender their
shares pursuant to the Exchange Offer will be parties to that reorganization
within, the meaning of Section 368(b) of the Code. If the conditions of the
Exchange Offer are not met, but the Company accepts individual tender offers
by Universal shareholders, then we are of the opinion that, subject to the
assumptions, exceptions and qualifications set forth herein, as of the date
hereof, the transaction will not qualify as a reorganization. In either case,
it is our opinion that the material federal income tax consequences of the
Exchange Offer to Universal shareholders will be as described under the
caption "THE EXCHANGE OFFER-- United States Federal Income Tax Consequences"
in the Proxy Statement/Prospectus included within the Registration Statement.
No opinion is expressed as to any matter not discussed therein.
This opinion is based on various statutory provisions of the Internal
Revenue Code of 1986, as amended, Treasury 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 at any time and in
some circumstances, with retroactive effect. A material change in the
authorities upon which our opinion is based, and any variation or difference
in the facts from those set forth in the Registration Statement or the
Certificates, could affect our conclusions.
This opinion is rendered to you for use in connection with the
Registration Statement. We consent to your filing this opinion as an exhibit
to the Registration Statement and to the reference to our firm contained
under the heading "Legal Opinions," and to the reference to our firm contained
in the Proxy Statement/Prospectus under the caption "THE EXCHANGE
OFFER--United States Federal Income Tax Consquences."
Very truly yours,
/s/ Troop Meisinger Steuber & Pasich, LLP
TROOP MEISINGER STEUBER & PASICH, LLP