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Exhibit 8.2
October 17, 2000
The Advest Group, Inc.
90 State House Square
Hartford, CT 06403
Re: Merger Pursuant to Agreement and Plan of Merger By and Among
The MONY Group, Inc., MONY Acquisition Corp. and
The Advest Group, Inc.
Ladies and Gentlemen:
This opinion is being delivered to you in connection with the filing of
a registration statement (the "Registration Statement") on Form S-4, which
includes the Proxy Statement/Prospectus relating to the Agreement and Plan of
Merger dated as of August 23, 2000 (the "Merger Agreement"), by and among The
MONY Group, Inc., a Delaware corporation ("Parent"), MONY Acquisition Corp., a
Delaware corporation and wholly owned subsidiary of MONY ("Merger Sub"), and
Advest Group, Inc., a Delaware corporation (the Company"). Pursuant to the
Merger Agreement, the Company will merge with and into Merger Sub (the
"Merger"). Except as otherwise provided, capitalized terms not defined herein
have the meanings set forth in the Merger Agreement and the exhibits thereto.
All section references, unless otherwise indicated, are to the United States
Internal Revenue Code of 1986, as amended (the "Code").
In our capacity as counsel to the Company in the Merger, and for
purposes of rendering this opinion, we have examined and relied upon the
Registration Statement, the Merger Agreement and the exhibits thereto, and such
other documents as we considered relevant to our analysis. In addition we have
received and are relying on letters from Parent, the Company and Merger Sub
containing certain representations relevant to this opinion (the Representation
Letters). In our examination of documents, we have assumed the authenticity of
original documents, the accuracy of copies, the genuineness of signatures, and
the legal capacity of signatories.
We have assumed that all parties to the Merger Agreement and to any
other documents examined by us have acted, and will act, in accordance with the
terms of such Merger Agreement
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October 17, 2000
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and documents and that the Merger will be consummated at the Effective Time
pursuant to the terms and conditions set forth in the Merger Agreement without
the waiver or modification of any such terms and conditions. Furthermore, we
have assumed that all representations contained in the Merger Agreement, as well
as those representations contained in the Representation Letters, are, and at
the Effective Time will be, true and complete in all material respects, and that
any representation made in any of the documents referred to herein "to the best
of the knowledge and belief" (or similar qualification) of any person or party
is correct without such qualification. We have also assumed that as to all
matters for which a person or entity has represented that such person or entity
is not a party to, does not have, or is not aware of, any plan, intention,
understanding, or agreement, there is no such plan, intention, understanding, or
agreement. We have not attempted to verify independently such representations,
but in the course of our representation, nothing has come to our attention that
would cause us to question the accuracy thereof.
The conclusions expressed herein represent our judgment as to the
proper treatment of certain aspects of the Merger under the income tax laws of
the United States based upon the Code, Treasury Regulations, case law, and
rulings and other pronouncements of the Internal Revenue Service (the "IRS") as
in effect on the date of this opinion. No assurances can be given that such laws
will not be amended or otherwise changed prior to the Effective Time, or at any
other time, or that such changes will not affect the conclusions expressed
herein. Nevertheless, we undertake no responsibility to advise you of any
developments after the Effective Time in the application or interpretation of
the income tax laws of the United States.
Our opinion represents our best judgment of how a court would decide
the issues addressed herein if presented therewith and is not binding upon
either the IRS or any court. Thus, no assurances can be given that a position
taken in reliance on our opinion will not be challenged by the IRS or rejected
by a court.
This opinion addresses only the specific United States federal income
tax consequences of the Merger set forth below, and does not address any other
federal, state, local, or foreign income, estate, gift, transfer, sales, use, or
other tax consequences that may result from the Merger or any other transaction
(including any transaction undertaken in connection with the Merger). We express
no opinion regarding the tax consequences of the Merger to shareholders of the
Company that are subject to special tax rules, and we express no opinion
regarding the tax consequences of the Merger arising in connection with the
ownership of options for Company stock.
On the basis of, and subject to, the foregoing, and in reliance upon
the representations and assumptions described above, we are of the opinion that
the Merger will constitute a reorganization within the meaning of Section 368(a)
of the Code.
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October 27, 2000
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No opinion is expressed as to any federal income tax consequence of the
Merger except as specifically set forth herein, and this opinion may not be
relied upon except with respect to the consequences specifically discussed
herein.
This opinion is intended solely for the purpose of inclusion as an
exhibit to the Registration Statement. It may not be relied upon for any other
purpose or by any other person or entity, and may not be made available to any
other person or entity without our prior written consent. We hereby consent to
the filing of this opinion as an exhibit to the Registration Statement and
further consent to the use of our name in the Registration Statement in
connection with references to this opinion and the tax consequences of the
Merger. In giving this consent, however, we do not hereby 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/ Day, Berry & Howard LLP
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Day, Berry & Howard LLP
