Locke Liddell & Sapp LLP
Attorneys & Counselors
2200 Ross Avenue (214) 740-8000
Suite 2200 Fax: (214) 740-8800
Dallas, Texas 75201-6776 www.lockeliddell.com
Austin o Dallas o Houston o New Orleans
EXHIBIT 8.1
July 6, 2005
Kronos International, Inc.
5430 LBJ Freeway, Suite 1700
Dallas, Texas 75240-2697
Ladies and Gentlemen:
In connection with the filing of the Registration Statement on Form S-4
(the "Registration Statement"), you have asked us to address the anticipated
material U.S. federal income tax consequences of the exchange of Euro 90,000,000
8 7/8% Senior Secured Notes due 2009 issued on November 26, 2004 (the "Old
Notes") for new notes (the "New Notes") that are identical to the Old Notes in
all material respects except that they (i) are registered under the Securities
Act of 1933, as amended (the "Securities Act"), (ii) will not contain certain
transfer restrictions and registration rights of the Old Notes and (iii) will
not contain provisions relating to the payment of additional interest to holders
of the Old Notes under circumstances relating to the timing of an exchange
offer. More particularly, you have requested our opinion regarding the
anticipated material U.S. federal income tax consequences under the heading
"Certain Tax Considerations - United States Tax Considerations" in the
Registration Statement filed on the date hereof with the Securities and Exchange
Commission (the "Commission") under the Securities Act. This opinion is
delivered in accordance with the requirements of Item 601(b)(8) of Regulation
S-K under the Securities Act.
In rendering our opinion, we have reviewed the Registration Statement and
such other materials as we have deemed necessary or appropriate as a basis for
our opinion. In addition, we have considered the applicable provisions of the
Internal Revenue Code of 1986, as amended (the "Code"), Treasury regulations
promulgated thereunder by the U. S. Department of Treasury (the "Regulations"),
pertinent judicial authorities, rulings of the Internal Revenue Service (the
"IRS") and such other authorities as we have considered relevant, in each case
as in effect on the date hereof. It should be noted that such Code, Regulations,
judicial decisions, administrative interpretations and other authorities are
subject to change at any time, perhaps with retroactive effect. A material
change in any of the materials or authorities upon which our opinion is based
could affect our conclusions stated herein.
Based upon the foregoing and subject to the qualifications set forth
herein, we are of the opinion that under current U.S. federal income tax law,
although the discussion set forth in the Registration Statement under the
heading "Material Tax Considerations - United States Tax Considerations" does
not purport to summarize all possible U.S. federal income tax consequences of
the exchange of Old Notes for New Notes, the material U.S. federal income tax
consequences that are generally applicable to a U.S. Person who exchanges Old
Notes for New Notes in the exchange offer are set forth therein. Accordingly,
the discussion set forth in the Registration Statement under the heading
"Material Tax Considerations - United States Tax Considerations" is our opinion.
This opinion is being furnished in connection with the Registration
Statement. This opinion is expressed as of the date hereof, and we disclaim any
undertaking to advise you of any subsequent changes of the facts stated or
assumed herein or any subsequent changes in applicable law. This opinion is for
your benefit and is not to be used, circulated, quoted or otherwise referred to
for any purpose, except that you may refer to this opinion in the Registration
Statement. Investors should consult their tax advisors as to the particular tax
consequences to them of exchanging Old Notes for New Notes and acquiring,
holding or otherwise disposing of New Notes, including the effect and the
applicability of state, local or foreign tax laws. Any variation or difference
in any fact from those set forth or assumed either herein or in the Registration
Statement may affect the conclusions stated herein. In addition, there can be no
assurance that the IRS will not assert contrary positions.
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 Registration Statement. In giving this consent, we do not admit
that we come within the category of persons whose consent is required under
Section 7 of the Securities Act or the rules and regulations of the Commission
thereunder.
Very truly yours,
LOCKE LIDDELL & SAPP LLP
By:/s/ C. Ronald Kalteyer
------------------------
C. Ronald Kalteyer