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EXHIBIT 8.1
July , 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 South 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 authority
and capacity of the individual or individuals who executed any such documents on
behalf of any person, (iii) the authenticity of all documents submitted to us as
originals, (iv) the conformity to the original documents of all documents
submitted to us as copies, (v) the accuracy and completeness of all documents
made available to us, (vi) the accuracy as to the facts of all representations,
warranties and written statements, (vii) the accuracy of the facts concerning
the Merger that have come to our attention during the engagement, (viii) 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, (ix) 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 (x) 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 date of this letter.
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. Any material change in the facts referred to, set
forth, or assumed herein, in the Merger Agreement, in the Information
Statement/Prospectus or in the Representation Letters could affect the
conclusions stated herein.
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, we are of the
opinion that the federal income tax consequences to the parties, as set forth in
the Information Statement/Prospectus in the sections entitled "Certain U.S.
Federal Income Tax Consequences," "Questions and Answers About the Merger - Will
I recognize gain or loss as a result of the merger?" and "Summary - Material
U.S. Federal Income Tax Consequences of the Merger," in so far as they relate to
matters of law, fairly describe the material federal income tax consequences of
the Merger and are complete in all material respects.
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. It is intended for the benefit
of Gabriel and may not be relied upon or utilized for any other purpose or by
any other person and may not be made available to any other person without our
prior written consent. 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,
BRYAN CAVE LLP
