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EXHIBIT 8.1
November 28, 2000
Bowlin Outdoor Advertising & Travel Centers Incorporated
150 Louisiana N.E.
Albuquerque, New Mexico 87108
Re: Acquisition of Bowlin Outdoor Advertising & Travel Centers
Incorporated by Lamar Advertising Company
Ladies and Gentlemen:
Bowlin Outdoor Advertising & Travel Centers Inc. ("Bowlin") has
requested our opinion with respect to certain of the federal income tax
consequences of the acquisition of Bowlin by Lamar Advertising Company ("Lamar")
through the merger (the "Merger") of Lamar Southwest Acquisition Corporation
("Transitory Sub"), a newly organized Nevada corporation that is a wholly-owned
direct subsidiary of Lamar with and into Bowlin pursuant to the Agreement and
Plan of Merger, dated October 3, 2000, by and between Bowlin, Lamar and
Transitory Sub (the "Merger Agreement"). Under the terms of the Merger
Agreement, shares of Bowlin will be exchanged for shares of Lamar.
Documents Examined
In connection with the rendering of our opinion, we have examined the
following:
1. The Merger Agreement;
2. The Registration Statement on Form S-4 filed under the Securities
Act of 1933 by Lamar with respect to the Lamar stock to be issued in connection
with the Merger (the "Registration Statement");
3. The Representation Certificates ("Representation Certificates") of
Bowlin and Lamar; and
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4. Such other documents, records, and matters of law as we have deemed
necessary or appropriate in connection with rendering this opinion.
In our review and examination of the foregoing, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals and the conformity to original documents of all documents
submitted to us as certified or duplicate copies thereof. We have further
assumed that the execution and delivery of any of the foregoing have been duly
authorized by all necessary corporate actions in order to make the foregoing
valid and legally binding obligations of the parties, enforceable in accordance
with their terms, except as enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium, or other similar laws, both state and
federal, affecting the enforcement of creditors' rights or remedies in general
from time to time in effect and the exercise by courts of equity powers or their
application of principles of public policy.
Factual Assumptions
In rendering this opinion, we have made the following assumptions as to
factual matters.
1. The representations and warranties of the parties contained in the
documents listed in the section entitled Documents Examined that may be deemed
material to this opinion will all be true in all material respects as of the
date of the Merger;
2. The representations as to factual matters of Bowlin and Lamar
contained in the Representation Certificates will all be true, correct, and
complete in all material respects as of the date of the Merger and any
representations made "to the best knowledge of" or similarly qualified will all
be true, correct and complete without such qualification as of the date of the
Merger; and
3. The Merger, and all transactions related thereto or contemplated by
the Merger Agreement and the Registration Statement, shall be consummated in
accordance with the terms and conditions of the applicable documents.
Limitations on Opinion
The following limitations apply with respect to this opinion:
1. This opinion is based upon the current provisions of the Internal
Revenue Code of 1986, as amended (the "Code"), the Treasury Regulations
promulgated thereunder (including proposed Treasury Regulations), and the
interpretations thereof by the Internal Revenue Service and those courts having
jurisdiction over such matters as of the date hereof, all of which are
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subject to change either prospectively or retrospectively. No opinion is
rendered with respect to the effect, if any, of any pending or future
legislation or administrative regulation or ruling that may have a bearing on
any of the foregoing. This opinion is not the equivalent of a ruling from, and
is not binding on, the Internal Revenue Service, and there can be no assurance
that the Internal Revenue Service or the courts will agree with the conclusions
expressed herein.
2. We have not been asked to render an opinion with respect to any
federal income tax matters except those set forth below, nor have we been asked
to render an opinion with respect to any state or local tax consequences of the
Merger. Accordingly, this opinion should not be construed as applying in any
manner to any tax aspect of the Merger other than as set forth below.
3. All factual assumptions set forth above are material to all opinions
herein rendered and have been relied upon by us in rendering all such opinions.
Any material inaccuracy in any one or more of the assumed facts may nullify all
or some of the conclusions stated in such opinion.
Opinion
Based on and subject to the foregoing, the discussion contained in the
Registration Statement under the caption "The Merger and the Merger Agreement -
Material United States Federal Tax Consequences of the Merger," constitutes, in
all material respects, an accurate summary of the United States federal income
tax matters described therein.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Respectfully submitted,
/s/ Squire, Sanders & Dempsey L.L.P.
