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Exhibit 8.2
August 21, 2000
Snyder Communications, Inc.
Two Democracy Center
6903 Rockledge Drive
Bethesda, Maryland 20817
Ladies & Gentlemen:
You have requested our opinion regarding certain federal income tax
consequences of the merger (the "Merger") of Has Acquisition Corp. ("Sub"), a
Delaware corporation and direct wholly-owned subsidiary of Havas Advertising, a
societe anonyme organized under the laws of the French Republic ("Parent"), with
and into Snyder Communications, Inc., a Delaware corporation ("Snyder").
In formulating our opinion, we examined such documents as we deemed
appropriate, including the Agreement and Plan of Merger dated as of February 20,
2000 (the "Merger Agreement"), among Snyder, Parent and Sub, the Proxy Statement
(the "Proxy Statement") filed by Snyder with the Securities and Exchange
Commission (the "SEC") and the Registration Statement on Form F-4, as filed by
Parent with the SEC on August 9, 2000, in which the Proxy Statement is included
as a prospectus (with all amendments thereto, the "Registration Statement"). In
addition, we have obtained such additional information as we deemed relevant and
necessary through consultation with various officers and representatives of
Snyder and Parent. Any capitalized terms used but not defined herein having the
meaning given to such term in the Merger Agreement.
Our opinion set forth below assumes (1) the accuracy of the statements
and facts concerning the Merger set forth in the Merger Agreement, the Proxy
Statement and the Registration Statement, (2) the consummation of the Merger in
the manner contemplated by, and in accordance with the terms set forth in, the
Merger Agreement, the Proxy Statement and the Registration Statement, and (3)
the accuracy of (i) the representations made by Parent and Sub which are set
forth in the certificate delivered to us by Parent, dated the date hereof, (ii)
the representations made by Snyder which are set forth in the certificate
delivered to us by Snyder, dated the date hereof and (iii) the representations
made by certain stockholders of Snyder which are set forth in the certificates
delivered to us by such stockholders, dated the date hereof.
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Snyder Communications, Inc.
Page 2
Based upon the facts and statements set forth above, our examination
and review of the documents referred to above and subject to the assumptions set
forth above, we are of the opinion that for United States federal income tax
purposes the Merger should constitute a reorganization within the meaning of
Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code").
Accordingly:
1. A holder of SNC Common Stock should not recognize gain or loss on
the exchange of SNC Common Stock for Parent ADSs as a result of the
Merger, except for cash received by holders of SNC Common Stock in
lieu of a fraction of a Parent ADS.
2. The aggregate tax basis of the Parent ADSs received by a holder of
SNC Common Stock, including a fraction of a Parent ADS deemed
received, should be the same as the aggregate tax basis of the SNC
Common Stock surrendered therefor.
3. The holding period of the Parent ADSs, including any fraction of a
Parent ADS deemed received, should include the holding period of the
SNC Common Stock surrendered therefor, provided that the shares of
SNC Common Stock are held as capital assets at the time of the
Merger.
Our opinion is based on current provisions of the Code, the Treasury
Regulations promulgated thereunder, published pronouncements of the Internal
Revenue Service and case law, any of which may be changed at any time with
retroactive effect. Any change in applicable laws or facts and circumstances
surrounding the Merger, or any inaccuracy in the statements, facts, assumptions
and representations on which we have relied, may affect the continuing validity
of the opinion set forth herein. We assume no responsibility to inform you of
any such change or inaccuracy that may occur or come to our attention.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Weil, Gotshal & Manges LLP
