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EXHIBIT 8.1
OPINION OF COUNSEL
ON TAX
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GREENE RADOVSKY MALONEY & SHARE LLP
ATTORNEYS AT LAW
A LIMITED LIABILITY PARTNERSHIP
FOUR EMBARCADERO CENTER
SUITE 4000
SAN FRANCISCO, CA 94111-4106
TELEPHONE: (415) 981-1400
FACSIMILE: (415) 777-4961
January 19, 2001
ICON Capital Corp.
111 Church Street
White Plains, NY 10601
Ladies and Gentlemen:
You have asked for our opinion as to certain federal income tax issues
associated with the formation and operation of ICON Income Fund Eight B L.P.,
("ICON B"), a Delaware limited partnership formed pursuant to the Agreement of
Limited Partnership dated as of May 28, 1998 (the "ICON B Partnership
Agreement") among ICON Capital Corp., as General Partner, Thomas W. Martin, as
the Original Limited Partner, and such additional Limited Partners as may be
subsequently admitted to ICON B. Capitalized terms used herein without
definition shall have the meanings ascribed thereto in the ICON B Partnership
Agreement.
We have participated in the preparation of Post-Effective Amendment No.
8 to the Registration Statement on Form S-1 (such Registration Statement, as
amended, being referred to as the "Registration Statement") under the Securities
Act of 1933, as amended (the "Securities Act"), to be filed with the Securities
and Exchange Commission (the "Commission") on or about the date hereof covering
the issuance of up to an aggregate of 75,000 units (the "Units") of limited
partnership interests in the Partnership. We have examined (i) the Certificate
of Limited Partnership of ICON B as amended to date, (ii) the ICON B Partnership
Agreement as amended to date, (iii) the Prospectus constituting part of the
Registration Statement (the "Prospectus"), and such other documents pertaining
to the Partnership as we have deemed necessary or appropriate for purposes of
rendering this opinion. In such examination, we have assumed the legal capacity
of all natural persons, the genuineness of all signatures, the authenticity of
all documents submitted to us as originals, the conformity to original documents
of all documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies.
In rendering the opinions set forth herein, we have examined originals
or copies, the authenticity of which has been established to our satisfaction,
of (1) the Certificate of Limited Partnership of ICON B as filed with the
Delaware Secretary of State on February 7, 2000, as amended, (2) the ICON B
Partnership Agreement, as amended, (3) the Registration Statement to be filed on
behalf of ICON B with the Commission on even date hereof, and its enclosures,
including the Prospectus, and (4) such other instruments and documents as we
deemed necessary as a basis for the opinions set forth herein, and we have
assumed the accuracy of the facts set forth in the Prospectus. We have also
relied, with your consent and without independent investigation, on your
representations that:
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1. The activities and operations of ICON B will be carried on in the
manner contemplated by the ICON B Partnership Agreement and the Prospectus and
in accordance with applicable law.
2. Partnership Units will not be listed on a securities exchange or
NASDAQ and, as required by the ICON B Partnership Agreement, the General Partner
will not permit transfers of Units if any such transfers would cause ICON B to
be treated as a "publicly traded partnership" within the meaning of Section 7704
of the Code.
Based on the following, we are of the opinion that, for federal income
tax purposes, ICON B will be treated as a partnership and not as an association
taxable as a corporation and will not be treated as a "publicly traded
partnership" within the meaning of Section 7704 of the Code.
We have reviewed the discussion set forth in the Prospectus under the
headings "RISK FACTORS -Federal Income Tax Risks and ERISA Risks," "FEDERAL
INCOME TAX CONSEQUENCES" and "INVESTMENT BY QUALIFIED PLANS." To the extent such
discussion contains statements or conclusions of law, we are of the opinion
that, subject to the qualifications contained in such discussion relating to
issues as to which we decline to opine and the reasons therefor, such statements
and conclusions are correct.
Our opinion is based on existing laws, regulations, published
administrative positions of the Internal Revenue Service and judicial decisions,
all of which are subject to change (possibly with retroactive effect) and
reinterpretation, and there can be no assurance that the Internal Revenue
Service will take a similar view as to any of the tax consequences described.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act or the General Rules and Regulations of the Commission.
Very truly yours,
GREENE RADOVSKY MALONEY & SHARE LLP
