EXHIBIT 8.1
September ______, 2000
Asia Properties Investments, Inc.
86/14 Sukhumvit 31
Bangkok, 10110 Thailand
RE: ASIA PROPERTIES INVESTMENTS, INC.
REGISTRATION STATEMENT ON FORM F-4
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Gentlemen:
We have acted as counsel to Asia Properties, Inc., a Nevada corporation
("AP"), in connection with the proposed merger (the "Merger") of it with and
into Asia Properties Investments, Inc., a British Virgin Islands corporation
("API(BVI)"), pursuant to the terms of the Agreement and Plan of Merger dated
February 4, 2000 (the "Merger Agreement") by and between AP and API(BVI), as
amended on July 14, 2000, as described in the Registration Statement on Form F-4
to be filed by API(BVI) with the Securities and Exchange Commission today (the
"Registration Statement"). This opinion is being rendered pursuant to the
requirements of Item 21(a) of Form F-4 under the Securities Act of 1933, as
amended.
In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
(i) the Merger Agreement, (ii) the Registration Statement and (iii) such other
documents as we have deemed necessary or appropriate in order to enable us to
render the opinions below. In our examination, we have assumed the genuineness
of all signatures, the legal capacity of all natural persons, the authenticity
of all documents submitted to us as originals, the conformity to the original
documents of all documents submitted to us as certified, confirmed or
photostatic copies and the authenticity of the originals of such copies. This
opinion is conditioned upon there being no change in the applicable law between
the date hereof and the effective date of the Merger. This opinion is further
subject to the receipt by counsel prior to the effective date of the Merger of
certain representations of API(BVI) and AP and shall be effective only at such
time as we receive such representations and confirm our opinion in writing on
such effective date. In the absence of such confirmation, this opinion shall be
deemed to have been withdrawn.
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Asia Properties Investments, Inc.
September _____, 2000
Page 2
Based on and subject to the foregoing, the discussion contained in the
prospectus included as part of the Registration Statement (the "Prospectus")
under the caption "Tax Consequences of the Reincorporation," except as otherwise
indicated, constitutes our opinion regarding the material Federal income tax
consequences applicable to holders of AP Common Stock who are subject to the
United States income tax, including (i) that there can be no assurance that the
tax treatment of the Merger by AP, API(BVI) and the AP Shareholders will not be
challenged by the Internal Revenue Service, or that any such challenge would not
be sustained; and (ii) that no ruling has been requested from the Internal
Revenue Service. You should also be aware that the discussion under the caption
"Tax Consequences" of the Reincorporation in the Prospectus is based upon the
application of existing United States legal authorities to the instant
transaction and that such authorities are subject to change, either
prospectively or retroactively. We are not undertaking hereby any obligation to
advise you of any such changes in the applicable law subsequent to the date
hereof, even if such changes materially affect the tax consequences of the
Merger that are set forth above. We express no opinion as to any tax
consequences under British Virgin Islands tax law.
We hereby consent to the filing of this opinion as an exhibit to the
Prospectus. We also consent to the references to Ballard Spahr Andrews &
Ingersoll, LLP under the heading "Tax Consequences of the Reincorporation" in
the Registration Statement and the Prospectus. In giving such consent, we do
not thereby admit that we are in 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 promulgated
thereunder.
Sincerely,
/s/ Ballard Spahr Andrews & Ingersoll, LLP
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