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EXHIBIT 8.02
[WACHTELL, LIPTON, ROSEN & KATZ LETTERHEAD]
June 2, 2000
Arvin Industries, Inc.
One Noblitt Plaza
Columbus, Indiana 47202-3000
Ladies/Gentlemen:
We have acted as special counsel to Arvin Industries, Inc., an Indiana
corporation ("Arvin"), in connection with the proposed merger (the "First Step
Merger") of Meritor Automotive, Inc., a Delaware corporation ("Meritor"), with
and into ArvinMeritor, Inc., an Indiana corporation and a direct wholly-owned
subsidiary of Meritor ("ArvinMeritor"), and the proposed merger (the "Second
Step Merger" and, together with the First Step Merger, the "Merger") of Arvin
with and into ArvinMeritor, each step of the Merger pursuant to the Agreement
and Plan of Reorganization (the "Agreement") dated as of April 6, 2000, by and
among Meritor, ArvinMeritor and Arvin. At your request, in connection with the
filing of the Registration Statement on Form S-4 filed with the Securities and
Exchange Commission in connection with the Merger (the "Registration
Statement"), we are rendering our opinion concerning certain federal income tax
consequences of the Merger.
For purposes of the opinion set forth below, we have relied, with the
consent of Arvin and the consent of Meritor and ArvinMeritor, upon the accuracy
and completeness of the statements and representations (which statements and
representations we have neither investigated nor verified) contained,
respectively, in the certificates of the officers of Arvin and of Meritor and
ArvinMeritor dated the date hereof, and have assumed that such statements and
representations will be complete and accurate as of the First Effective Time and
the Effective Time and that all representations made to the knowledge of any
person or entity or with similar qualification are and will be true and correct
as if made without such qualification. We have also relied upon the accuracy of
the Registration Statement and the joint proxy statement-prospectus
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Arvin Industries, Inc.
June 2, 2000
Page 2
included therein (the "Joint Proxy Statement-Prospectus"). Any capitalized term
used and not defined herein has the meaning given to it in the Agreement.
We have also assumed that (i) the transactions contemplated by the
Agreement will be consummated in accordance therewith and as described in the
Joint Proxy Statement-Prospectus (and no transaction or condition stated
therein and material to this opinion will be waived by any party), (ii) the
First Step Merger will qualify as a statutory merger under the applicable laws
of the States of Delaware and Indiana, (iii) the Second Step Merger will qualify
as a statutory merger under the applicable laws of the State of Indiana and (iv)
the Merger will be reported by Arvin, Meritor and ArvinMeritor on their
respective federal income tax returns in a manner consistent with the opinion
set forth below.
Based upon and subject to the foregoing, it is our opinion, under
currently applicable United States federal income tax law, that each of the
First Step Merger and the Second Step Merger will constitute a reorganization
under Section 368(a) of the Internal Revenue Code of 1986, as amended.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement, and to the
reference to us under the caption "THE MERGER -- Material U.S. Federal Income
Tax Consequences" and elsewhere in the Joint Proxy Statement-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.
This opinion relates solely to certain federal income tax consequences
of the Merger and no opinion is expressed as to the tax consequences under any
foreign, state or local tax law or under any federal tax laws other than those
pertaining to the income tax. In addition, no opinion is expressed as to the
United States federal income tax consequences of the Merger applicable to
Meritor stockholders and Arvin stockholders subject to special treatment under
United States federal income tax law, including, for example, foreign persons,
financial institutions, dealers in securities, traders in securities who elect
to apply a mark-to-market method of accounting, insurance companies, tax-exempt
entities, holders who acquired their shares pursuant to the exercise of an
employee stock option or right or otherwise as compensation, and holders who
hold Meritor common stock or Arvin common stock as part of a "hedge",
"straddle", "conversion", or "constructive sale" transaction.
We are furnishing this opinion to you solely in connection with the
filing of the Registration Statement and this opinion is not to be relied upon,
circulated, quoted or otherwise referred to for any other purpose.
Very truly yours,
/s/ Wachtell, Lipton, Rosen & Katz
