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[JENKENS & GILCHRIST LETTERHEAD]
EXHIBIT 8.1
August 8, 2000
The Concours Group, Inc.
3 Kingwood Place
800 Rockmead Drive, Suite 151
Kingwood, TX 77339
Ladies and Gentlemen:
We have acted as tax counsel to The Concours Group, Inc., a Delaware
corporation (the "Company") in connection with the initial public offering of
the Company's common stock, as described in the Form S-1 registration statement
filed with the Securities and Exchange Commission (the "Offering") on March 17,
2000 (as thereafter amended from time to time and together with all exhibits
thereto, the "Registration Statement"). Except as otherwise indicated,
capitalized terms used herein shall have the meanings assigned to them in the
Registration Statement.
Set forth below are our opinions and the assumptions and documents upon
which we have relied in rendering our opinions.
A. Documents Reviewed
In connection with the opinions rendered below, we have reviewed and
relied upon the following documents:
1. the Registration Statement,
2. the Certificate of Incorporation of the Company and
the Bylaws of the Company, including all amendments thereto, and
3. such other documents as we have deemed necessary or
appropriate for purposes of this opinion.
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August 8, 2000
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B. Assumptions
In connection with the opinions rendered below, we have assumed:
1. that all signatures on all documents submitted to us
are genuine, that all documents submitted to us as originals are authentic, that
all documents submitted to us as copies are accurate, that all information
submitted to us is accurate and complete, and that all persons executing and
delivering originals or copies of documents examined by us are competent to
execute and/or deliver such documents; and
2. that the Offering and the other transactions
specified in the Registration Statement will be consummated as contemplated in
the Registration Statement and without waiver of any material provision thereof.
C. Opinions
Based solely upon the documents and assumptions set forth above, it is
our opinion that the descriptions of the law and the legal conclusions contained
in the Registration Statement under the caption "Material United States Federal
Tax Considerations for Foreign Holders" as they relate to the Offering are
correct in all material respects and that the discussion thereunder fairly
states the United States federal tax consequences of the Offering that are
likely to be material to the foreign shareholders of the Company who purchase
shares in the Offering.
D. Limitations
1. Except as otherwise indicated, the opinions contained
in this letter are based upon the Code and its legislative history, the Treasury
regulations promulgated thereunder (the "Regulations"), judicial decisions, and
current administrative rulings and practices of the Internal Revenue Service,
all as in effect on the date of this letter. These authorities may be amended or
revoked at any time. Any such changes may or may not be retroactive with respect
to transactions entered into or contemplated prior to the effective date thereof
and could significantly alter the conclusions reached in this letter. There is
no assurance that legislative, judicial, or administrative changes will not
occur in the future. We assume no obligation to update or modify this letter to
reflect any developments that may occur after the date of this letter.
2. The opinions expressed herein represent counsel's
best legal judgment and are not binding upon the Internal Revenue Service or the
courts and are dependent upon the accuracy and completeness of the documents we
have reviewed under the circumstances. We have made no independent investigation
of the facts contained in the documents, assumptions set forth above, and the
factual representations set forth in the Registration Statement. No facts have
come to our attention, however, that would cause us to question the accuracy and
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August 8, 2000
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completeness of such facts or documents in a material way. Any material
inaccuracy or incompleteness in these documents, assumptions or factual
representations (whether or not made by the Company) could adversely affect the
opinions stated herein.
3. We are expressing opinions only as to those matters
expressly set forth in Section C above. No opinion should be inferred as to any
other matters, including any other transactions described in the Registration
Statement. This opinion does not address the various state, local or foreign tax
consequences that may result from the Offering. In addition, no opinion is
expressed as to any federal income tax consequence of the Offering, except as
specifically set forth herein, and this opinion may not be relied upon except
with respect to the consequences specifically discussed herein.
4. This opinion letter is issued for the benefit of the
Company and its foreign shareholders who purchase shares in the Offering and no
other person or entity may rely hereon without our express written consent. This
opinion letter may be filed as an exhibit to the Registration Statement.
Furthermore, we consent to the reference to Jenkens & Gilchrist, a Professional
Corporation, under the caption "Material United States Federal Tax
Considerations for Foreign Holders". In giving this consent, we do not thereby
admit that we are within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
JENKENS & GILCHRIST,
a Professional Corporation
By: /s/ ANDRIUS R. KONTRIMAS
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Andrius R. Kontrimas,
ARK:lmr Authorized Signatory
cc: Mr. Michael L. Cook
Mr. Bryan W. Lee
Ms. Lisa M. Rossmiller
