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EXHIBIT 8.1
[Form of Paul, Weiss, Rifkind, Wharton & Garrison tax opinion.]
(212) 373-3000
(212) 757-3990
[_______________], 2000
Metromedia Fiber Network, Inc.
360 Hamilton Avenue
White Plains, New York 10601
Ladies and Gentlemen:
We have acted as tax counsel for Metromedia Fiber Network, Inc. ("MFN"), in
connection with the proposed merger (the "MERGER") of Aqueduct Acquisition
Corp. ("MERGER SUB"), a wholly-owned subsidiary of MFN with and into
SiteSmith, Inc., a Delaware corporation ("SITESMITH"), pursuant to an
Agreement and Plan of Merger dated as of October 9, 2000, (the "MERGER
AGREEMENT") among MFN, SiteSmith and Merger Sub, under which each issued and
outstanding share of the capital stock of SiteSmith will be converted into
capital stock of MFN. Any capitalized term used but not defined herein shall
have the meaning given to such term in the Merger Agreement.
In that connection, you have requested our opinion regarding certain United
States federal income tax consequences of the Merger. In providing our
opinion, we have examined the Merger Agreement, the Joint Information
Statement/ Prospectus of SiteSmith and MFN dated as of October 12, 2000 (the
"INFORMATION STATEMENT/PROSPECTUS") filed by MFN with the Securities and
Exchange Commission, and such other documents, instruments and corporate
records as we have deemed necessary or appropriate for purposes of our
opinion. In addition, we have assumed that (i) the Merger will be consummated
in the manner contemplated by the Information Statement/Prospectus and in
accordance with the provisions of the Merger Agreement, (ii) the statements
concerning the Merger set forth in the Merger Agreement and the Information
Statement/Prospectus are true, correct and complete,
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(iii) the representations made to us by SiteSmith, MFN and merger Sub in
their respective letters to us each dated as of the date hereof and delivered
to us for purposes of this opinion are true, correct and complete (such
letters, the "REPRESENTATION LETTERS"), and (iv) any representations
made in the Representation Letters or in the Merger Agreement "to the best
knowledge of" or similarly qualified are true, correct and complete without
such qualification.
In our examination of documents, we have assumed, with your consent, that
(i) all documents submitted to us are authentic originals, or if submitted as
photocopies, that they faithfully reproduce the originals thereof; (ii) all
such documents have been duly executed to the extent required; (iii) all
representations and statements set forth in such documents are true and
correct; (iv) any representation or statement made as a belief or made "to
the knowledge of," or similarly qualified is correct and accurate without
such qualification; and (v) all obligations imposed by any such documents on
the parties thereto have been performed or satisfied in accordance with their
terms.
Based upon the foregoing, in our opinion, for United States federal income
tax purposes, the Merger will qualify as a reorganization under Section
368(a) of the Internal Revenue Code of 1986, as amended (the "CODE"), and
each of MFN, SiteSmith and Merger Sub will be a party to such reorganization
within the meaning of Section 368(b) of the Code.
The opinion expressed herein is based upon existing statutory, regulatory
and judicial authority, any of which may be changed at any time with
retroactive effect. Any change in applicable laws or the facts and
circumstances surrounding the Merger, or any inaccuracy in the statements,
facts, assumptions or representations upon which we have relied, may affect
the continuing validity of our opinion as set forth herein. We assume no
responsibility to inform you of any such change or inaccuracy that may occur
or come to our attention. Finally, our opinion is limited to the tax matters
specifically covered hereby, and we have not been asked to address, nor have
we addressed, any other tax consequences of the Merger or any other
transaction.
Very truly yours,
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
