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EXHIBIT 8.1
MAYER, BROWN & PLATT
190 South La Salle Street
Chicago, IL 60603-3441
June 2, 2000
Santa Fe International Corporation
Two Lincoln Centre, Suite 1100
5420 LBJ Freeway
Dallas, TX 75240-2648
Re: OFFERING OF ORDINARY SHARES OF SANTA FE INTERNATIONAL
CORPORATION
Ladies and Gentlemen:
We have acted as special tax counsel to Santa Fe International
Corporation, a Cayman Islands company (the "Company"), in connection with the
offering by SFIC Holdings (Cayman), Inc. of ordinary shares of the Company (the
"Offering") pursuant to the prospectus (the "Prospectus") included in the
registration statement on Form F-3 to be filed with the United States Securities
and Exchange Commission under the Securities Act of 1933, as amended (the
"Registration Statement").
We have prepared the discussion included in the Prospectus under the
caption "Taxation-U.S. Federal Income Taxation of Shareholders" (the
"Discussion"). To the extent that it discusses legal matters, the Discussion is
our opinion of the material United States federal income tax consequences
expected to result to the U.S. Investors in the Company's ordinary shares
acquired in the Offering (the "Shares"), subject to the conditions, limitations,
and assumptions described therein.
Our opinion is based on current provisions of the Internal Revenue Code
of 1986, as amended (the "Code"), the applicable Treasury regulations (the
"Regulations"), and public administrative and judicial interpretations of the
Code and the Regulations, all of which are subject to change, possibly with
retroactive effect. Our opinion is also based on the facts and agreements
contained in the Registration Statement, the Prospectus, and the form of
underwriting agreement among the Company and Goldman, Sachs & Co., Morgan
Stanley Dean Witter & Co. Incorporated, Credit Suisse First Boston Corporation,
and Salomon Smith Barney Inc. (the "Underwriting Agreement").
The Discussion does not cover all aspects of United States federal
income taxation that may be relevant to, or the actual tax effect that matters
described therein will have on, any particular U.S. Investors, and it does not
address foreign, state, or local tax consequences. The Discussion does not cover
the tax consequences applicable to all categories of investors, some of
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Santa Fe International Corporation
June 2, 2000
Page 2
which (such as dealers in securities, insurance companies, individual
retirement and other tax-deferred accounts, and other tax-exempt entities) may
be subject to special rules. The Discussion does not address the tax
consequences to U.S. Investors who directly or by attribution own 10 percent or
more of the ordinary shares.
Our opinion may change if (i) the applicable law changes, (ii) any of
the facts with respect to the ordinary shares, as included in the Registration
Statement, Prospectus, or Underwriting Agreement, change, or (iii) if the
conduct of the parties is materially inconsistent with the facts reflected in
the Registration Statement, Prospectus, or Underwriting Agreement.
Our opinion represents only our legal judgment based on current law and
the facts as described above. Our opinion has no binding effect on the Internal
Revenue Service or the courts. The Internal Revenue Service may take a position
contrary to our opinion, and if the matter is litigated, a court may reach a
decision contrary to our opinion.
We hereby consent to the filing of this opinion letter with the
Securities and Exchange Commission as an exhibit to the Registration Statement
and to being named in the Prospectus which forms a part of the Registration
Statement under the captions "Taxation" and "Legal Matters."
Very truly yours,
MAYER, BROWN & PLATT
