FULLER, TUBB, POMEROY & STOKES
A PROFESSIONAL CORPORATION
ATTORNEYS AT LAW
201 ROBERT S. KERR AVENUE, SUITE 1000
OKLAHOMA CITY, OK 73102
THOMAS J. KENAN TELEPHONE 405-235-2575
Of Counsel FACSIMILE 405-232-8384
E-MAIL [email protected]
May 10, 2000
Michael Huemmer, President
Starfest, Inc.
9494 East Redfield Road, #1136
Scottsdale, AZ 85260
Re: Merger between Starfest, Inc. and
Concierge, Inc.
Dear Mr. Huemmer:
In connection with the preparation and filing of a Form S-4 Registration
Statement under the Securities Act of 1933 ("the Act"), to be filed by Starfest,
Inc. (the "Company") for the purpose of registering 96,957,713 shares of
its Common Stock ("the Merger Shares"), to be available for a proposed merger
with Concierge, Inc., a Nevada corporation ("Concierge, Inc."), I have been
asked to express my opinion with respect to certain U.S.
federal income tax matters.
I have examined the Form S-4 Registration Statement, corporate
proceedings reflected in the minutes of the Company as certified by the
secretary of the Company, and an agreement of merger between the Company and
Concierge, Inc. effective as of January 26, 2000.
Based upon my examination of the above-described documents, relevant
sections of the Internal Revenue Code of 1986 as amended ("the Code"), and
applicable regulations thereunder, I am of the following opinion with respect to
the federal income tax consequences of the proposed merger transaction:
1. Income Tax Consequences of the Merger. The proposed merger between
the Company and Concierge, Inc. will qualify as a type "A" reorganization under
Section 368(a)(1) of the Code. There will be no recognition of taxable gain or
loss to the shareholders of Concierge, Inc. or to the shareholders of the
Company. The Concierge, Inc. shareholders will have a carryover tax basis and a
tacked holding period for the stock received by them in the
Exhibit 8
Page 1 of 2 Pages
<PAGE>
Michael Huemmer, President 2 May 10, 2000
Company. Further, Concierge, Inc. will not recognize any taxable gain or loss,
provided its liabilities are not in excess of the tax basis of its assets.
Sincerely,
/s/ Thomas J. Kenan
-----------------------------------
Thomas J. Kenan
TJK:sa
Exhibit 8
Page 2 of 2 Pages
