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EXHIBIT 8.1
[Letterhead of Baker & McKenzie]
July 26, 2000
FirstCom Corporation
220 Alhambra Circle, Suite 910
Coral Gables, Florida 33134
Gentlemen:
We have acted as counsel to FirstCom Corporation, a Texas corporation
("FirstCom"), in connection with the merger (the "Merger") of FirstCom with and
into Frantis Inc., a Delaware corporation ("Frantis") which is a wholly-owned
subsidiary of AT&T Latin America Corp. ("ATTL") (formerly named Kiri Inc.),
pursuant to an Agreement and Plan of Merger dated as of November 1, 1999,
amended as of February 1, 2000, February 22, 2000, May 10, 2000, June 15, 2000
and July 24, 2000 (the "Merger Agreement"). Defined terms used in the Merger
Agreement have the same meanings when used herein, unless otherwise defined
herein.
In rendering this opinion, we have examined and are relying upon
(without any independent investigation or review thereof) the truth and accuracy
at all relevant times of the statements and representations as to factual
matters, and the performance or satisfaction as appropriate, of the covenants
and conditions, contained in (i) the Merger Agreement (including all disclosure
schedules thereto), (ii) the Joint Proxy Statement/Prospectus (Commission File
No. 333-42176, as amended, filed by FirstCom and ATTL with the Securities and
Exchange Commission (the "Registration Statement")), and (iii) Representation
Letters dated July 26, 2000, which were provided to us by each of FirstCom and
ATTL, on behalf of itself and Frantis. In addition, we assume that the Merger
will be consummated in accordance with the Merger Agreement and as described in
the Proxy Statement/Prospectus. Any inaccuracy in any of the aforementioned
statements and representations, or breach of failure of any of the
aforementioned covenants or conditions, could adversely affect our opinion.
On the basis of the foregoing and subject to the limitations set forth
below, it is our opinion that, under presently applicable federal income tax
law, the Merger will be treated as a reorganization within the meaning of
section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"). As
a result, the following U.S. federal income tax consequences will occur:
(a) No gain or loss will be recognized by FirstCom, Frantis or
ATTL as a result of the Merger, and each of such parties will be
treated as a party to the reorganization within the meaning of Section
368(b) of the Code.
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FirstCom Corporation
July 26, 2000
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(b) Except as provided in paragraph (e) and (f) below with respect to
fractional shares and dissenter's shares, no gain or loss will be
recognized by holders of FirstCom Common Stock as a result of the Merger.
(c) The tax basis of the shares of ATTL Class A Common Stock received
by a FirstCom stockholder in the Merger (including any fractional share not
actually received) will equal the tax basis of the FirstCom Common Stock
surrendered in exchange therefor.
(d) The holding period of the shares of ATTL Class A Common Stock
received by a FirstCom stockholder in the Merger will include the holding
period of the shares of FirstCom Common Stock surrendered in exchange
therefor.
(e) A cash payment in lieu of a fractional share will be treated as
if a fractional share of ATTL Class A Common Stock as the case may be, had
been received in the Merger and then redeemed by ATTL. Such redemption
should qualify as a distribution in full payment in exchange for the
fractional share rather than as a distribution of a dividend. Accordingly,
a FirstCom stockholder receiving cash in lieu of a fractional share will
recognize gain or loss upon such payment in an amount equal to the
difference, if any, between such stockholder's basis in the fractional
share (determined as described in paragraph (c) above) and the amount of
cash received.
(f) A cash payment received as a result of an exercise of
dissenters' rights of appraisal will give rise to the recognition of
taxable gain or loss, as the case may be, equal to the difference between
the amount of cash received and the basis of the FirstCom Common Stock for
which the cash is deemed to be payment. Such gain or loss will be
capital gain or loss if the FirstCom Common Stock is held as a capital
asset at the Effective Time.
Our opinion is based on our interpretation of the Code, applicable
Treasury regulations, judiciary authority, and administrative rulings and
practice, all as in effect as of the date hereof. There can be no assurance that
future legislative, judicial or administrative changes or interpretations will
not adversely affect the accuracy or applicability of the conclusions set forth
herein. We do not undertake to advise you as to any such future changes or
interpretations unless we are specifically retained to do so. Our opinion will
not be binding upon the Internal Revenue Service or the courts, and neither will
be precluded from adopting a contrary position.
No opinion is expressed as to any matter not specifically addressed
above, including, without limitation, the tax consequences of the Merger under
any foreign, state, or local tax law.
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FirstCom Corporation
July 26, 2000
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We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the summarization of this opinion therein.
Very truly yours,
/s/ Baker & McKenzie
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Baker & McKenzie
