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EXHIBIT 8.1
[Letterhead of Sullivan & Cromwell]
June 27, 2000
ING Groep N.V.,
Strawinskylaan 2631,
P.O. Box 810, 1000 AV Amsterdam,
The Netherlands.
Ladies and Gentlemen:
As U.S. tax counsel to ING Groep N.V. ("ING Group"), in connection with the
registration under the Securities Act of 1933, as amended (the "Act"), pursuant
to the Registration Statement on Form F-4 (the "Registration Statement"), of the
Prospectus-Proxy Statement for the proposed acquisition of ReliaStar Financial
Corp. ("ReliaStar") pursuant to an Agreement and Plan of Merger, dated as of
April 30, 2000, between ReliaStar, ING Group, ING America Insurance Holdings,
Inc. and SHP Acquisition Corp., we hereby confirm to you that the description in
the Prospectus-Proxy Statement included in the Registration Statement under the
heading "Material U.S. Federal Income Tax Consequences" is an accurate summary
in all material respects of the U.S. federal income tax matters discussed
therein.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. By giving this consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Act or the rules and regulations thereunder.
Very truly yours,
/s/ Sullivan & Cromwell
