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EXHIBIT 8.3
[LETTERHEAD OF NORMAN SINRICH]
October 17, 2000
The Mony Group Inc.
MONY Acquisition Corp.
1740 Broadway
New York, New York 10019
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 on Form S-4 (the "Registration Statement"),
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 Parent ("Merger Sub"), and
The 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 my capacity as tax counsel to Parent and Merger Sub, and
for purposes of rendering this opinion, I have examined and relied upon the
Registration Statement, the Merger Agreement and the exhibits thereto, and such
other documents as I considered relevant to my analysis. In addition I have
received and am relying on letters from Parent, Company and Merger Sub
containing certain
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representations relevant to this opinion (the "Representation Letters"). In my
examination of documents, I have assumed the authenticity of original documents,
the accuracy of copies, the genuineness of signatures, and the legal capacity of
signatories.
I have assumed that all parties to the Merger Agreement and to
any other documents examined by me have acted, and will act, in accordance with
the terms of the Merger Agreement and other 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, I 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" of
any person or party (or similar qualification) is correct without such
qualification. I 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. I have not
attempted to verify independently such representations, but in the course of my
representation, nothing has come to my attention that would cause me to question
the accuracy thereof.
The conclusions expressed herein represent my 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, I 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.
My opinion represents my 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 my opinion will not be challenged by the IRS or
rejected by a court.
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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). This opinion may not be relied upon except with respect to the
consequences specifically discussed herein. I 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, I am of the
opinion that the Merger will constitute a reorganization within the meaning of
Section 368 (a) of the Code.
I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and further consent to the use of my name in the
Registration Statement in references to this opinion and the tax consequences of
the Merger. In giving this consent, however, I do not admit that I am in the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended.
Very truly yours,
/s/ Norman Sinrich
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Norman Sinrich
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