EXHIBIT 8.1
June 26, 2000
Terremark Fortune House #2, Ltd.
2601 South Bayshore Drive
Ninth Floor
Miami, Florida 33133
Re: Terremark Fortune House #2, Ltd. (the "Company")
Ladies and Gentlemen:
You have requested our opinion as to certain federal and state income
tax consequences in connection with the issuance of the Hotel Investment Units
(the "Units") by the Company.
All terms capitalized herein, but not specifically defined herein,
shall have the same meanings as set forth in the Company's Registration
Statement on Form S-11 and exhibits thereto, filed with the Securities and
Exchange Commission (the "Registration Statement").
The facts, as we understand them, are as set forth in the Registration
Statement. We have reviewed the summary of federal income tax consequences to
the Unit Owners set forth in the Registration Statement under the heading
"Material Federal and State Income Tax Aspects." Based on the facts set forth in
the Registration Statement:
(i) Our opinions with respect to the classification of the Rental Pool
for federal income tax purposes are set forth in "Entity Classification of
Rental Pool and Taxation of Ownership of Units" under the heading "Material
Federal and State Income Tax Aspects" in the Registration Statement, and
(ii) We are of the opinion that the remaining statements of law
contained the heading "Material Federal and State Income Tax Aspects" in the
Registration Statement address all other material federal income tax
consequences expected to result from the issuance of the Units and that such
statements of law are more likely than not correct under the Internal Revenue
Code of 1986, as amended (the "Code"), the Treasury Regulations promulgated
thereunder, and existing interpretations thereof.
As noted in the Registration Statement, we have not opined on certain
federal income tax
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EXHIBIT 8.1
Terremark Fortune House #2, Ltd.
Page 2
June 21, 2000
issues because the relevant facts are presently unascertainable and, in certain
cases, there is a lack of clear legal authority. Specifically, we express no
opinion with respect to (a) the application of the partnership anti-abuse
regulations, (b) whether a particular owner will be able to establish a profit
motive under Code Section 183, or (c) whether a particular owner will be able to
deduct interest payments on any debt used to acquire a Unit.
The opinions and statements of law made in "Material Federal and State
Income Tax Aspects" are expressly made subject to the several conditions stated
therein and, should any condition not be met, those opinions or statements of
law may not be relied upon. Such opinions are not binding up the Internal
Revenue Service or the courts and merely represent our best judgment based on
our evaluation of legal authorities reasonably available to us on the date of
the filing of the Registration Statement with the Securities and Exchange
Commission. We assume no responsibility for changes in applicable law occurring
after the date hereof. You should be aware that, as set forth in the
Registration Statement, judicial opinions, generally, have a retroactive effect
and legislative enactments and administrative determinations sometimes also have
such an effect. Accordingly, you should be aware that future legislation,
administrative or judicial authority could change the weight of authority on
issues discussed in the Registration Statement. Also, any variation or
difference in the facts as set forth in the Registration Statement might affect
the opinion and conclusions stated therein.
We have rendered this opinion and the opinions set forth in the
Registration Statement in our capacity as attorneys admitted to practice law in
the State of Florida. We have not opined nor do we purport to opine on any
matter involving the laws of any jurisdictions other than the State of Florida
and the United States of America.
We consent to the use of this opinion as an exhibit to the Registration
Statement and to any references to the use of our name contained therein.
Very truly yours,
/s/ Adorno & Zeder
ADORNO & ZEDER, P.A.
