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EXHIBIT 8.2
July 26, 2000
[Letterhead of Debevoise & Plimpton]
AT&T Corp.
295 North Maple Avenue
Basking Ridge, NJ 07920
AT&T Latin America Corp.
2333 Ponce de Leon Blvd.
Coral Gables, FL 33134
Frantis, Inc.
c/o AT&T Corp.
295 North Maple Avenue
Basking Ridge, NJ 07920
Ladies and Gentlemen:
We have acted as special counsel to AT&T Corp. ("AT&T"), AT&T
Latin America Corp. (formerly known as Kiri, Inc.) ("AT&T Latin America") and
Frantis, Inc. ("Frantis") in connection with the transactions contemplated by
the Agreement and Plan of Merger, dated as of November 1, 1999, as amended to
date (the "Merger Agreement"), by and among AT&T, AT&T Latin America, Frantis
and FirstCom Corporation ("FirstCom"). This opinion is delivered in connection
with the Proxy Statement/Prospectus prepared by AT&T Latin America and FirstCom
with respect to the Merger (the "Proxy Statement/Prospectus"). The delivery of
an opinion in substantially the form hereof, and
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the reconfirmation of this opinion at the Effective Time, is a condition to the
obligations of AT&T, AT&T Latin America and Frantis to consummate the Merger
pursuant to Section 5.2(f) of the Merger Agreement. All capitalized terms used
herein, unless otherwise specified, shall have the meanings ascribed to them in
the Merger Agreement.
In rendering our opinion, we have examined and relied upon the
accuracy and completeness of the information, statements and representations as
to factual matters, and the performance of the covenants, contained in originals
or copies, certified or otherwise identified to our satisfaction, of the Merger
Agreement, the Proxy Statement/Prospectus and the Registration Statement of AT&T
Latin America of which it forms a part (the "Registration Statement"), the
letters of representation of AT&T Latin America and FirstCom dated July 26, 2000
provided to Debevoise & Plimpton and attached hereto (the "Tax Representation
Letters"), and such other documents as we have deemed necessary or appropriate
as a basis for the opinion set forth below. Our opinion is expressly conditioned
upon, among other things, the accuracy as of the date hereof, and the continuing
accuracy and the performance, of all of such facts, information, covenants,
statements and representations up to and including the Effective Time. We have
assumed that the covenants, statements and representations contained in the Tax
Representation Letters will be reconfirmed as of the Effective Time.
In our examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such documents. We have also assumed that the
contemplated transactions will be consummated at the Effective Time in
accordance with the terms of the Merger Agreement.
In rendering our opinion, we have considered the applicable
provisions of the Internal Revenue Code of 1986, as amended (the "Code"),
Treasury regulations promulgated thereunder, pertinent judicial authorities,
interpretive rulings of the Internal Revenue Service and such other authorities
as we have considered relevant. Statutes, regulations, judicial decisions and
administrative interpretations are subject to change at any time and, in some
circumstances, with retroactive effect. A material change in the authorities or
the facts, information, covenants, statements, representations or assumptions
upon which our opinion is based could affect our conclusions. In addition, there
can be no assurance that the Internal Revenue Service would not take a position
contrary to that which is stated in this opinion.
Subject to the foregoing and to the qualifications and limitations
set forth herein, we are of the opinion that for U.S. federal income tax
purposes:
1. The Merger will qualify as a reorganization pursuant to
section 368(a) of the Code.
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2. Each of AT&T Latin America, Frantis and FirstCom will be a
party to such reorganization within the meaning of Section 368(b)
of the Code.
Our opinion is limited to the foregoing U.S. federal income tax
consequences of the Merger.
We hereby consent to the filing of this opinion as an exhibit to
the Proxy Statement/Prospectus and the Registration Statement and to the use of
our name therein under the caption "The Merger--Material U.S. Federal Income Tax
Consequences". In giving such consent, we do not thereby concede that we are
within 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. This opinion is
expressed as of the date hereof, and we disclaim any undertaking to advise you
of any subsequent changes in the matters stated, represented or assumed herein,
or of any subsequent changes in applicable law.
Very truly yours,
/s/ Debevoise & Plimpton
