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EXHIBIT 8.1
October 25, 2000
Board of Directors
Gabriel Communications, Inc.
16090 Swingley Ridge Rd.
Suite 500
Chesterfield, Missouri 63017
Dear Board of Directors:
This opinion is being delivered to you in connection with the
Form S-4 Information Statement/Prospectus (the "Information
Statement/Prospectus") filed pursuant to the Agreement and Plan of Merger dated
as of June 9, 2000 (the "Merger Agreement"), by and among Gabriel
Communications, Inc., a Delaware corporation ("Gabriel"), Triangle Acquisition,
Inc., a Delaware corporation and wholly owned subsidiary of Gabriel ("Merger
Sub"), and State Communications, Inc., a Delaware Carolina corporation (the
"Company"). Unless otherwise indicated, capitalized terms used herein shall have
the meaning ascribed to them in the Information Statement/Prospectus.
In rendering this opinion, we have reviewed copies of the Merger
Agreement, the Information Statement/Prospectus, letters containing certain
representations that have been executed by officers of Gabriel (on its behalf
and on behalf of Merger Sub) and the Company, dated the date hereof (the
"Representation Letters") and such other documents as we have deemed necessary
or relevant for purposes of this opinion.
In rendering the opinion set forth herein, we have assumed (i) the
genuineness of all signatures on documents we have examined, (ii) the
authenticity of all documents submitted to us as originals, (iii) the conformity
to the original documents of all documents submitted to us as copies, (iv) the
accuracy and completeness of all documents made available to us, (v) the
accuracy as to the facts of all representations, warranties and written
statements, (vi) the accuracy of the facts concerning the Merger that have come
to our attention during the engagement, (vii) the Merger will be consummated in
the manner described in the Merger Agreement and that all covenants therein or
contemplated thereby are or will be performed without waiver or breach thereof,
(viii) the Merger will be reported by Gabriel and the Company on their
respective tax returns in a manner consistent with the opinion as set forth
below, and (ix) any representation or statement made and qualified
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with respect to "knowledge" or otherwise similarly qualified is correct without
such qualification. We have also assumed, without investigation, that all
documents, warranties and covenants relating to the Merger on which we have
relied in rendering the opinion set forth below and that were given or dated
earlier than the date of this letter continue to remain accurate, insofar as
relevant to the opinion set forth herein, from such earlier date through and
including the effective date of the Information Statement/Prospectus.
Our opinion is expressly conditioned on, among other things, the
accuracy as of the date hereof, and the continuing accuracy, of all such facts,
information, covenants, statements and representations through and as of the
effective date of the Merger. If the assumptions referred to or set forth
herein, in the Merger Agreement, the Information Statement/Prospectus or in the
Representation Letters are untrue for any reason, or if the Merger is
consummated in a manner inconsistent with the manner as described in the Merger
Agreement or Information Statement/Prospectus, our opinion, as expressed below,
may be adversely affected and may not be relied upon.
In rendering our opinion, we have considered the applicable
provisions of the Internal Revenue Code of 1986, as amended (the "Code"),
Treasury Department regulations promulgated thereunder, interpretative rulings
of the Internal Revenue Service, pertinent judicial authorities and such other
authorities as we have considered relevant. It should be noted, however, that
statutes, regulations, judicial decisions and administrative interpretations are
subject to change at any time, possibly with retroactive effect. A change in the
authorities or the facts, information, covenants, statements, representations,
or assumptions upon which our opinion is based could affect our conclusions.
This opinion is expressed as of the date hereof, and we are under no obligation
to supplement or revise our opinion to reflect changes (including any changes
that have retroactive effect) in the applicable statutes, regulations, judicial
decisions or administrative interpretations, or any changes that would cause any
statement, representation or assumption herein to no longer be true or correct.
Based solely upon and subject to the foregoing, the statements in
the Information Statement/Prospectus in the sections entitled "Certain U.S.
Federal Income Tax Consequences" and "Summary - Material U.S. Federal Income Tax
Consequences of the Merger," which purport to state our opinion, in so far as
they relate to matters of law, do in fact state our opinion, subject to the
qualifications contained herein and therein.
No opinion is expressed as to any transaction other than the
Merger as described in the Merger Agreement, or as to any transaction
whatsoever, including the Merger, if all of the transactions described in the
Merger Agreement are not consummated in accordance with the terms of the Merger
Agreement and without waiver of any material provision thereof.
The foregoing opinion reflects our professional judgment as to the
matters as to which it relates. Our opinion is based on, and assumes the
validity of, the Code, rules and regulations promulgated thereunder and the
interpretations thereof existing on this date. Our opinion represents judgments
concerning complex and uncertain issues, and is not binding upon any other
taxing authority. No assurance can be given that our opinion will not be
challenged by
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any taxing authority or that any such challenge will not be successful. Any
change in applicable law or any of the facts and circumstances described herein,
or inaccuracy in any of the assumptions on which we have relied may affect the
continuing validity of our opinion.
This opinion is being delivered solely in connection with the
filing of the Information Statement/Prospectus. This opinion is being provided
for the benefit of Gabriel so that Gabriel may comply with its obligations under
the federal securities laws. We hereby consent to the filing of this opinion as
an Exhibit to the Information Statement/Prospectus and to the use of our name
under the caption "Certain U.S. Federal Income Tax Consequences" in the
Information Statement/Prospectus. In giving this consent, we do not hereby admit
that we are in the category of persons whose consent is required under section 7
of the Securities Act or the rules and regulations of the Commission.
Very truly yours,
/S/ BRYAN CAVE LLP
