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EXHIBIT 8.1
Proskauer Rose LLP
1585 Broadway
New York, New York 10036-8299
October 12, 2000
iTurf Inc.
One Battery Park Plaza
New York, N.Y. 10004
Re: FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Dear Sirs :
We have acted as your counsel in connection with the acquisition by
iTurf Inc. ("iTurf") of dELiA*s Inc. ("dELiA*s") through the merger of a wholly
owned subsidiary of iTurf, iTurf Breakfast Corp. ("Breakfast"), into dELiA*s,
with dELiA*s surviving, as reflected in the Agreement and Plan of Merger (the
"Merger Agreement", and the merger contemplated thereby, the "Merger"), dated as
of August 16, 2000, by and among iTurf, Breakfast and dELiA*s. In that
connection, we have participated in the preparation of a Registration Statement
on Form S-4 under the Securities Act of 1933, as amended, which contains a proxy
statement (the "Proxy Statement") relating to the exchange of dELiA*s common
stock for iTurf common stock in the Merger.
We have examined the Merger Agreement, the Proxy Statement, the
representation letter of iTurf (dated the date hereof) delivered to us for
purposes of this opinion, and such other documents and corporate records as we
have deemed necessary or appropriate for purposes of this opinion. In addition,
we have assumed (i) the Merger will be consummated in the manner contemplated in
the Proxy Statement and in accordance with the Merger Agreement, (ii) the
statements concerning the Merger set forth in the Proxy Statement are accurate
and complete and (iii) the representations made to us by iTurf in the
representation letter dated as of the date hereof are accurate and complete.
Based upon the foregoing, it is our opinion that the descriptions of
the Federal income tax consequences to iTurf, dELiA*s and the holders of
outstanding shares of dELiA*s common stock who receive iTurf common stock in the
Merger, contained in the Proxy Statement under the heading "SPECIAL FACTORS - -
MATERIAL FEDERAL INCOME TAX CONSEQUENCES OF THE
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MERGER", correctly set forth the material Federal income tax consequences for
iTurf, dELiA*s and such holders.
We hereby consent to the filing of this opinion as an exhibit to
iTurf's Registration Statement on Form S-4 and to the reference to this firm in
the sections captioned "SPECIAL FACTORS - - MATERIAL FEDERAL INCOME TAX
CONSEQUENCES OF THE MERGER" and "LEGAL MATTERS" in the Proxy Statement. In
giving this consent, we do not thereby admit that we come within the category of
persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended, or the rules and regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
Proskauer Rose LLP
By: /s/ S.L. Warhaftig
A Member of the Firm
