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EXHIBIT 8.1
June 28, 2000
The Board of Directors The Board Of Directors
Kinnard Investments, Inc. Stockwalk.com Group, Inc.
Kinnard Financial Center 5500 Wayzata Boulevard
920 Second Avenue South Suite 620
Minneapolis, MN 55402 Minneapolis, MN 55416
Dear Boards of Directors:
You have requested the opinion of KPMG LLP ("KPMG") regarding the discussion of
the material U.S. federal income tax consequences under the "Summary" caption
"Material Federal Income Tax Consequences" and "The Merger" caption "Certain
Material Federal Income Tax Consequences" included in the Proxy Statement/
Prospectus to be filed in the Registration Statement on Form S-4 by
Stockwalk.com Group, Inc. with the Securities and Exchange Commission under the
Securities Act of 1933. The Proxy Statement/Prospectus relates to the proposed
merger of Kinnard Investments, Inc. with and into SW Acquisition, Inc., a wholly
owned first-tier subsidiary of Stockwalk.com Group, Inc. This opinion is
delivered in accordance with Item 601(b)(8) of Regulation S-K under the
Securities Act.
We have reviewed the Proxy Statement/Prospectus and such other materials as we
have deemed necessary or appropriate as a basis for our opinion described
therein, and have considered the applicable provisions of the Internal Revenue
Code of 1986, as amended, Treasury regulations, pertinent judicial authorities,
rulings of the Internal Revenue Service, and such other authorities as we have
considered relevant to such opinion.
Based on the foregoing, it is the opinion of KPMG that the statements made under
the "Summary" caption "Material Federal Income Tax Consequences" and "The
Merger" caption "Certain Material Federal Income Tax Consequences" included in
the Proxy Statement/Prospectus, to the extent that they constitute matters of
law or legal conclusions, are correct in all material respects.
We hereby consent to the use of our name under the "Summary" caption "Material
Federal Income Tax Consequences" and "The Merger" caption "Certain Material
Federal Income Tax Consequences" in the Proxy Statement/Prospectus and to the
filing of this opinion as an Exhibit to the Registration Statement.
/S/ KPMG LLP
