Exhibit 8.1
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, New York 10019
(212) 373-3000
Writer's Direct Dial:
(212) 373-3000
Writer's Direct Fax:
(212) 757-3990
August 12, 1998
Pathnet, Inc.
1015 31st Street, N.W.
Washington, D.C. 20007
Registration Statement on Form S-4
(Registration No. 333-53467)
Ladies and Gentlemen:
We have acted as United States federal income tax counsel for Pathnet,
Inc., a Delaware corporation (the "Company"), in connection with the offer to
exchange up to $350,000,000 aggregate principal amount of the Company's 121/4%
Senior Notes due 2008 (the "New Notes"), which are proposed to be registered
under the Securities Act of 1933, as amended (the "Securities Act"), for a like
principal amount of the Company's issued and outstanding 121/4% Senior Notes due
2008.
We are giving this opinion in connection with the Registration
Statement on Form S-4 (the "Registration Statement") initially filed by the
Company with the Securities and Exchange Commission (the "Commission") on May
22, 1998, pursuant to the Securities Act and the rules and regulations of the
Commission under the Securities Act, relating to the registration by the Company
of the New Notes. Capitalized terms used but not defined in this letter have
the respective meanings ascribed to them in the Registration Statement.
In rendering our opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the Registration
Statement and such agreements and other documents as we have deemed relevant and
necessary and we have made such investigations of law as we have deemed
appropriate as a basis for the opinion expressed below. In our examination, we
have assumed the authenticity of original documents, the accuracy of copies and
the genuineness of signatures. We understand and assume that (i) each such
agreement represents the valid and binding obligation of the respective parties
to such agreement, enforceable
Paul, Weiss, Rifkind, Wharton & Garrison
Securities and Exchange Commission 2
in accordance with its respective terms and the entire agreement between the
parties with respect to the subject matter of such agreement, (ii) the parties
to each agreement have complied, and will comply, with all of their respective
covenants, agreements and undertakings contained in such agreement and (iii) the
transactions provided for by each agreement were and will be carried out in
accordance with their terms.
The opinion set forth in this letter is limited to the Internal
Revenue Code of 1986, as amended (the "Code"), administrative rulings, judicial
decisions, Treasury regulations and other applicable authorities, all as in
effect on the date of this letter. The statutory provisions, regulations and
interpretations upon which our opinion is based are subject to change, and such
change could apply retroactively. Any such change could affect the continuing
validity of the opinion set forth in this letter. We assume no responsibility
to advise you of any subsequent changes in existing law or facts, nor do we
assume any responsibility to update this opinion with respect to any matters
expressly set forth in this letter, and no opinions are to be implied or may be
inferred beyond the matters expressly so stated.
The opinion set forth in this letter has no binding effect on the
United States Internal Revenue Service or the courts of the United States. No
assurance can be given that, if the matter were contested, a court would agree
with the opinion set forth in this letter.
Based upon and subject to the foregoing, the discussion set forth in
the Registration Statement under the heading "Certain United States Federal
Income Tax Considerations" constitutes our opinion with respect to such matters.
While such description discusses the material anticipated United States federal
income tax consequences applicable to certain U.S. Holders, it does not purport
to discuss all United States federal income tax consequences and our opinion is
limited to those United States federal income tax consequences specifically
discussed therein.
In giving the foregoing opinion, we express no opinion other than as
to the federal income tax laws of the United States of America.
We are furnishing this letter in our capacity as United States federal
income tax counsel to the Company. This letter is not to be used, circulated,
quoted or otherwise referred to for any other purpose, except as set forth
below.
Paul, Weiss, Rifkind, Wharton & Garrison
Securities and Exchange Commission 3
We hereby consent to the use of our name in the Registration Statement
and in the prospectus in the Registration Statement as the same appears in the
caption "Legal Matters" and to the use of this letter as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that we
come within the category of persons whose consent is required by the Securities
Act or by the rules and regulations under the Securities Act.
Very truly yours,
/s/ Paul, Weiss, Rifkind, Wharton & Garrison
---------------------------------------------
Paul, Weiss, Rifkind, Wharton & Garrison