EXHBIT 5.02
WILLIAMS LAW GROUP, P.A.
2503 W. Gardner Ct.
Tampa FL 33611
June 21, 2000
Sixth Business Service Group, Inc.
Tampa, FL
Re: Federal Income Tax Consequences of Merger of Telesource
International, Inc. and Sixth Business Service Group, Inc.
Gentlemen:
As special counsel to Sixth Business Service Group, Inc., a
Florida corporation ("Sixth Business Service Group"), we have been
asked to advise you concerning the anticipated federal income tax
consequences of the merger of Telesource International pursuant to
the Agreement and Plan of Merger dated November 3, 1999 (the
"Merger Agreement") into Sixth Business Service Group in exchange
for shares of Sixth Business Service Group's Common Stock (the
"Common Stock"). The transfer of the assets and liabilities in
exchange for the Common Stock (the "Merger") will be carried out
pursuant to the Merger Agreement, as described in the Registration
Statement on Form S-4, as amended, filed by Sixth Business Service
Group, File No. 333-92445 (the "Registration Statement"). Unless
otherwise specified, all capitalized terms have the meaning
assigned to them in the Registration Statement.
In connection with the preparation of this opinion, we have
examined such documents concerning the Merger, including the Merger
Agreement, as we deemed necessary (the "Examined Documents"). In our
review and examination we have assumed, without independent
investigation or examination, (a) the genuineness of all
signatures, the authenticity of all documents submitted to us, the
conformity to all original documents of all documents submitted to us
as certified or photostatic copies, and the authenticity of all such
originals of such latter documents; (b) the due execution,
completion, acknowledgment and public filing, where applicable, of
any of the Examined Documents, as indicated in such documents, and
the delivery of all documents and instruments and the consideration
recited in such documents by all parties; (c) that all parties have
the necessary power and authority, corporate or otherwise, to
execute and deliver the Examined Documents, and documents attendant
therewith, to which they are a party and to perform their obligations
under such documents, and that all such actions have been duly and
validly authorized by all necessary proceedings; (d) that the
Examined Documents and the documents attendant therewith,
constitute legal, valid and binding obligations to each
party thereto enforceable against each party in accordance with
their respective terms, except
(i) as enforcement of such documents may be limited by
applicable bankruptcy, insolvency, reorganization,
receivership, moratorium, and other similar laws, both
state and federal, affecting the enforcement of
creditors' rights or remedies in general, from time to
time in effect;
(ii) subject to general principles of equity, regardless of
whether such enforceability is considered in a proceeding in
equity or at law and the availability of equitable remedies;
and
(iii) subject to implied covenants of good faith, fair dealing
and commercially reasonable conduct, judicial discretion
and instances of multiple or equitable remedies and
applicable public policies and laws.
In rendering our opinion, we have made the following factual
assumptions:
1. The factual representations and warranties of the parties
contained in the Merger Agreement, which we may deem material to our
opinion, are all true in all respects as of the date of our opinion,
except as may otherwise be set forth in or contemplated by, any of
the Examined Documents.
2. The factual representations and warranties, other than
those matters about which we specifically opine, of the parties
contained in the Examined Documents, which we may deem material
to our opinion, are all true in all respects as of the date
hereof, except as may be otherwise set forth in or contemplated by
the Examined Documents.
3. The transaction contemplated by the Examined Documents
and all the transactions related thereto or contemplated thereby
shall be consummated in accordance with the terms and conditions of
such documents, except as may be set forth in and or contemplated by
any closing document delivered by the parties at the closing of the
Merger.
4. Each document derived from a public authority is accurate,
complete and authentic and all official records (including their
proper indexing and filing) are accurate and complete.
5. There are no agreements or understandings among the parties,
written or oral, and there is no usage of trade or course of prior
dealings among any of the foregoing which would, in any case, define,
supplement or qualify the terms of the Examined Documents.
LIMITATIONS ON OUR OPINION
The following limitations shall apply with respect to our
opinion:
1. Our opinion is based upon the various provisions of the
Internal Revenue Code of 1986, as amended, the Treasury Regulations
promulgated thereunder and the interpretations thereof by the
Internal Revenue Service and the courts having jurisdiction over
such matters as of the date hereof, all of which are subject to
change either prospectively or retroactively. No opinion is rendered
with respect to the effect, if any, of any pending or future
legislation, judicial or administrative regulations or rulings,
which may have a bearing on any of the foregoing. We have not been
asked to render an opinion with respect to any federal income tax
matters except those set forth below. Likewise, we have not been
asked to render any opinion with respect to any foreign, local or
state income tax consequences of the Merger. By rendering our
opinion, we undertake no responsibility to advise you of any new
developments in the application or interpretation of the federal
income tax laws. Accordingly, our opinion should not be construed
as applying in any manner to any aspect of the transactions
contemplated by the Examined Documents, other than as set forth
below.
2. Our opinion does not consider the tax consequences of other
transactions effected prior to or after the Merger (whether or not
such transactions are consummated in connection with the Merger).
3. We have not discussed this opinion with representatives of
the Internal Revenue Service, and it is not binding on the Service.
The Service is not bound by and may not concur in the conclusions we
have reached.
OPINION
Based upon, and subject to the foregoing, and with due regard to
such legal consideration as we deemed necessary, we are of the
opinion that, for Federal income tax purposes:
* No gain or loss will be recognized for federal income tax
purposes by the holders of Telesource International common stock
upon the receipt of Sixth Business Service Group common stock
solely in merger for such Telesource International common stock
in the merger, except to the extent that cash is received by the
exercise of dissenters' rights.
* The aggregate tax basis of the Sixth Business Service Group
common stock so received by Telesource International shareholders
in the merger will be the same as the aggregate tax basis of the
Telesource International common stock surrendered in merger
therefore.
* The holding period of the Sixth Business Service Group common
stock so received by each Telesource International shareholder in
the merger will include the period for which the Telesource
International common stock surrendered in merger therefore was
considered to be held, provided that the Telesource International
common stock so surrendered is held as a capital asset at the
closing of the merger.
Sincerely,
Michael T. Williams, Esq.
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