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Exhibit 8.2
Draft Tax Opinion
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Subject to Internal Review
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CompleTel Europe N.V.
Kruisweg 609
2132 NA Hoofddorp
THE NETHERLANDS
[ ], 2000
Re: Exchange Offer/Form F-4 Registration Statement
Ladies and Gentlemen:
We have acted as special Netherlands tax counsel to CompleTel Europe N.V., a
Netherlands company (the "Company"), for the purpose of rendering a tax opinion
in connection with the filing by the Company under the Securities Act of 1933,
as amended (the "Act"), of a registration statement on Form S-4 with the United
States Securities and Exchange Commission (the "Registration Statement").
Pursuant to the Registration Statement, up to Euro 200,000,000 aggregate
principal amount at maturity of the Company's outstanding 14% Senior Notes due
2010 (the "Outstanding Notes") are exchangeable for up to a like principal
amount of the Company's 14% Series B Senior Notes due 2010 (the "Exchange
Notes", the Outstanding Notes together with the Exchange Notes, the "Notes", and
the offer of the Company to exchange the Exchange Notes for the Outstanding
Notes, the "Exchange Offer"). The Outstanding Notes were, and the Exchange Notes
will be, issued pursuant to an indenture dated as of April 13, 2000 between the
Company and Chase Manhattan Bank as trustee (the "Indenture").
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In rendering our opinion we have examined and relied upon the (i) Registration
Statement, (ii) the Indenture and (iii) the Exchange and Registration Rights
Agreements, dated April 13, 2000, among the Company and the Initial Purchasers
defined therein (collectively, the "Note Documents"), which we assume set forth
the complete agreement among the parties with respect to the Notes. We assume
that the Note Documents will be properly executed in the form submitted to and
examined by us and referred to herein and will be valid and binding when
executed.
We have prepared the discussion in the Registration Statement under the caption
"Material Tax Considerations-Netherlands Tax Considerations" (the "Discussion"),
which only addresses certain Dutch tax aspects applicable to certain non-Dutch
resident holders of the Exchange Notes. Subject to any factual matters,
documents or events not disclosed to us, it is our opinion that the Discussion
fairly describes the expected material Dutch tax consequences of the Exchange
Notes and the Exchange Offer for certain non-Dutch residents, subject to the
conditions, limitations and assumptions described therein.
This opinion is limited to the tax laws of the Netherlands and we have not
investigated the laws of any jurisdiction but the Netherlands as they presently
stand and as officially published and do not express an opinion of the laws of
any jurisdiction other than the Netherlands. This opinion speaks as of its date.
No obligation is assumed to up-date this opinion or to inform any person of any
changes of law or other matters coming to our knowledge occurring after the date
hereof which may affect this opinion in any respect. Our opinion has no binding
effect on the Dutch tax authorities and/or Dutch courts. The Dutch tax
authorities may take a position contrary to our opinion and if the matter is
litigated, a court may reach a decision contrary to our opinion.
Our opinion may change if (i) applicable law changes (which may have retroactive
effect), (ii) any of the facts with respect to the Exchange Notes or Exchange
Offer are inaccurate, incomplete or change, or (iii) the conduct of the parties
with respect to the Exchange Offer is materially inconsistent with the facts
reflected in the Note Documents.
We hereby consent to the filing of this opinion letter with the Securities and
Exchange Commission as an exhibit to the Registration Statement and to the use
of our name therein.
Yours sincerely,
STIBBE SIMONT MONAHAN DUHOT P.C.
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