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EXHIBIT 8.1
[LETTER HEAD]
Direct Dial: (212) 504-6062
Direct Fax: (212) 504-6666
Internet: [email protected]
June 20, 2000
TeleCorp PCS, Inc.
1010 Glebe Road
Arlington, VA 22201
Re: TeleCorp PCS, Inc./Tritel Inc. Mergers and AT&T Wireless Services, Inc.
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Contribution
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Ladies and Gentlemen:
You have asked us for our opinion regarding certain U.S. federal income tax
matters in connection with the mergers of First Merger Sub with and into
TeleCorp PCS, Inc. and Second Merger Sub with and into Tritel Inc.
(collectively, the "Mergers") and the contribution by AT&T Wireless Services,
Inc. to Holding Company in exchange for Holding Company Shares (the
"Contribution", and together with the Mergers, the "Transactions") to be
accomplished pursuant to an Agreement and Plan of Reorganization and
Contribution by and among TeleCorp PCS, Inc., Tritel Inc. and AT&T Wireless
Services, Inc., dated February 28, 2000 (the "Reorganization and Contribution
Agreement"). All capitalized terms used but not defined herein shall have the
meaning ascribed to such terms in the Reorganization and Contribution Agreement.
In arriving at the opinions expressed below, we have examined and relied
upon (i) the Reorganization and Contribution Agreement, (ii) the Registration
Statement on Form S-4, as filed by Holding Company with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act"), including the related Joint Proxy Statement/Prospectus of
TeleCorp PCS, Inc. and Tritel Inc. (the "Registration Statement"), (iii)
documents delivered in connection with the transactions contemplated by the
Reorganization and Contribution Agreement including, without limitation, the
representation letters made by an authorized officer of each of TeleCorp PCS,
Inc., Tritel Inc., and Holding Company dated as of the date hereof and addressed
to us, copies of which are attached hereto as Exhibits A, B, C and D,
respectively (the "Representation Letters"), and (iv) all such documents,
instruments and other certificates as we have deemed appropriate as a basis for
the opinions expressed below (collectively with all documents referred to in
this sentence, the "Transaction Documents").
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TeleCorp PCS, Inc. June 20, 2000
In rendering the opinions set forth below, we have relied upon all
statements, facts and representations in the Transaction Documents, and assumed
that all such documents are complete and authentic and have been duly
authorized, executed and delivered. We have further assumed that all statements,
facts and representations made in such documents are true (without regard to any
qualifications stated therein and without undertaking to verify such statements,
facts and representations by independent investigation), that the respective
parties thereto and all parties referred to therein will act in all respects and
at all relevant times in conformity with the requirements and provisions of such
documents, and that none of the terms and conditions contained therein has been
or will be waived or modified in any respect. We have made such other
investigations of fact and law as we have deemed appropriate as a basis for the
opinions expressed below.
The following opinions are based upon the Internal Revenue Code of 1986, as
amended (the "Code"), applicable Treasury regulations, and rulings and decisions
thereunder, each as in effect on the date hereof, and may be affected by
amendments to the Code or to Treasury regulations thereunder or by subsequent
judicial or administrative interpretation thereof, any of which may have
retroactive effect. We express no opinions other than as to the federal income
tax law of the United States of America. This opinion letter does not address
the various state, local or foreign tax consequences that may result from the
transactions contemplated by the Reorganization and Contribution Agreement.
On the basis of and subject to the foregoing, it is our opinion, as of the
date hereof and under existing law, that
1. the consummation of the TeleCorp PCS, Inc. Merger will be treated for
U.S. federal income tax purposes as a reorganization within the meaning
of Section 368(a) of the Code,
2. TeleCorp PCS, Inc., First Merger Sub and Holding Company will each be a
party to the reorganization within the meaning of Section 368(b) of the
Code, and
3. the Transactions will qualify as an exchange under Section 351 of the
Code.
We hereby consent to the filing of this opinion letter with the Commission
as an exhibit to the Registration Statement. We also consent to the reference to
our firm under the heading "The Merger - Material United States Federal Income
Tax Consequences of the Merger" in the Joint Proxy Statement/Prospectus. In
giving this consent, we do not admit that we are within the category of persons
whose consent is required under Section 7 of the Act or the General Rules and
Regulations of the Commission.
This opinion letter is furnished to you solely for your benefit in
connection with the preparation of the Registration Statement and is not to be
used, circulated, quoted or otherwise referred to for any other purpose or
relied upon by any other person without our express written permission.
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TeleCorp PCS, Inc. June 20, 2000
We expressly disclaim any obligation or undertaking to update or modify
this opinion letter as a consequence of any future changes in applicable laws or
Treasury regulations or the facts bearing upon this opinion letter, any of which
could affect our conclusions.
Very truly yours,
/s/ CADWALADER, WICKERSHAM & TAFT
CADWALADER, WICKERSHAM & TAFT
