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EXHIBIT 8.1
[Letterhead of Wachtell, Lipton, Rosen & Katz]
October 17, 2000
The Advest Group, Inc.
90 State House Square
Hartford, Connecticut 06103
Ladies/Gentlemen:
We have acted as special counsel to The Advest Group, Inc., a Delaware
corporation ("Advest"), in connection with the proposed merger (the "Merger") of
Advest with and into MONY Acquisition Corp., a Delaware corporation ("Merger
Sub"), a wholly-owned subsidiary of The MONY Group Inc., a Delaware corporation
("MONY"), upon the terms and conditions set forth in the Agreement and Plan of
Merger, dated as of August 23, 2000, by and among MONY, Merger Sub and Advest
(the "Agreement"). At your request, in connection with the filing of the
Registration Statement on Form S-4 filed with the Securities and Exchange
Commission in connection with the Merger (the "Registration Statement"), we are
rendering our opinion concerning certain federal income tax consequences of the
Merger. Any capitalized term used and not defined herein has the meaning given
to it in the Agreement.
For purposes of the opinion set forth below, we have relied, with the
consent of Advest, MONY and Merger Sub, upon the accuracy and completeness of
the statements and representations (which statements and representations we have
neither investigated nor verified) contained, respectively, in the certificates
of the officers of Advest, MONY and Merger Sub, and have assumed that such
statements and representations will be complete and accurate as of the Effective
Time and that all statements and representations made to the knowledge of any
person or entity or with similar qualification are and will be true as if made
without such qualification. We have also assumed that to the extent that such
certificates state that an event is anticipated to occur in a particular manner,
the event will in fact occur in the manner specified. We have also relied upon
the accuracy of the Registration Statement and the proxy statement/prospectus
included therein (the "Proxy Statement").
We have also assumed that (i) the transactions contemplated by the
Agreement will be consummated in accordance therewith and as described in the
Registration Statement and the Proxy Statement (and no terms or conditions
therein material to this opinion will be waived), (ii) the Merger will be
reported by MONY, Merger Sub and Advest on their respective federal income tax
returns in a manner consistent with the opinion set forth below, and (iii) the
Merger will qualify as a statutory merger under the applicable laws of the State
of Delaware.
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The Advest Group, Inc.
October 17, 2000
Page 2
Based upon and subject to the foregoing, it is our opinion that, under
currently applicable United States federal income tax law, the Merger will
constitute a "reorganization" within the meaning of Section 368(a) of the
Internal Revenue Code of 1986, as amended.
We express no opinion as to the United States federal income tax
consequences of the Merger to stockholders subject to special treatment under
United States federal income tax law, such as insurance companies, financial
institutions, dealers in securities, traders in securities that elect to apply a
mark-to-market method of accounting, tax-exempt organizations, stockholders who
hold their shares as part of a hedge, constructive sale, straddle or conversion
transaction, stockholders who acquired their shares through the exercise of
options or otherwise as compensation and foreign persons. In addition, no
opinion is expressed with respect to the tax consequences of the Merger under
applicable foreign, state or local laws or under any federal tax laws other than
those pertaining to the income tax.
We are furnishing this opinion to you solely in connection with the
filing of the Registration Statement and this opinion is not to be relied upon,
circulated, quoted or otherwise referred to for any other purpose.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement, and to the
references to us under the caption "THE MERGER -- Material Federal Income Tax
Consequences" and elsewhere in the Proxy Statement. In giving such consent, we
do not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended.
Very truly yours,
/s/ Wachtell, Lipton, Rosen & Katz
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Wachtell, Lipton, Rosen & Katz
