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EXHIBIT 8.1
[LETTERHEAD OF]
CRAVATH, SWAINE & MOORE
[NEW YORK OFFICE]
NOVEMBER 7, 2000
AGREEMENT AND PLAN OF MERGER
DATED AS OF JULY 30, 2000
BETWEEN FPL GROUP, INC. AND
ENTERGY CORPORATION
Dear Sirs:
We have acted as counsel for FPL Group, Inc., a Florida corporation ("FPL"),
in connection with the transactions contemplated by the Agreement and Plan of
Merger dated as of July 30, 2000 (the "Merger Agreement"), between FPL and
Entergy Corporation, a Delaware corporation ("Entergy"), in which (i) Ranger
Acquisition Corp. ("Merger Sub A"), a newly-formed subsidiary of WCB Holding
Corp., a newly organized Delaware corporation ("Holdco"), shall be merged with
and into FPL with FPL surviving as a wholly owned subsidiary of Holdco (the "FPL
Merger") and (ii) Ring Acquisition Corp. ("Merger Sub B"), another newly-formed
subsidiary of Holdco, shall be merged with and into Entergy with Entergy
surviving as a wholly owned subsidiary of Holdco (the "Entergy Merger") (the FPL
Merger together with the Entergy Merger, the "Merger"). Capitalized terms not
otherwise defined herein shall have the meanings specified in the registration
statement on Form S-4 and any amendments thereto (the "Registration Statement"),
which includes the Joint Proxy Statement and Prospectus of FPL and Entergy (the
"Proxy Statement/Prospectus"), as filed with the Securities and Exchange
Commission (the "SEC"). This opinion is being delivered in connection with, and
as of the date of the declaration of effectiveness by the SEC of, the
Registration Statement to which this opinion appears as an exhibit.
In that connection, you have requested our opinion regarding certain U.S.
federal income tax consequences of the Merger. In providing our opinion, we have
examined the Merger Agreement, the Registration Statement, which includes the
Joint Proxy Statement/Prospectus, and such other documents and corporate records
as we have deemed necessary or appropriate for purposes of our opinion. We have
not, however, undertaken any independent investigation of any factual matter set
forth in any of the foregoing. In addition, we have assumed with your consent
that (i) the Merger will be consummated in accordance with the provisions of the
Merger Agreement and the Registration Statement, (ii) the statements concerning
the Merger set forth in the Merger Agreement and the Registration Statement are
true, complete and correct and will remain true, complete and correct at all
times up to and including the Effective Time (as defined in the Merger
Agreement), (iii) the representations made by FPL and Entergy in their
respective letters delivered to us for purposes of this opinion (the
"Representation Letters") are true, complete and correct and will remain true,
complete and correct at all times up to and including the Effective Time (as
defined in the Merger Agreement) and (iv) any representations made in the
Representation Letters "to the knowledge of" or similarly qualified are correct
without such qualification. We have also assumed that the parties have complied
with and, if applicable, will continue to comply with, the covenants contained
in the Merger Agreement. If any of the above described assumptions are untrue
for any reason or if the Merger is consummated in a manner that is different
from the manner in which they are described in the Merger Agreement or the Proxy
Statement/Prospectus, our opinion as expressed below may be adversely affected
and may not be relied upon.
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Based upon the foregoing, for U.S. federal income tax purposes, we are of
opinion that the FPL Merger and the Entergy Merger will together constitute a
transaction governed by Section 351 of the Internal Revenue Code of 1986, as
amended (the "Code").
Our opinion is based on current provisions of the Code, Treasury Regulations
promulgated thereunder, published pronouncements of the Internal Revenue Service
and case law, any of which may be changed at any time with retroactive effect.
Any change in applicable laws or the facts and circumstances surrounding the
Merger, or any inaccuracy in the statements, facts, assumptions or
representations upon which we have relied, may affect the continuing validity of
our opinion as set forth herein. We assume no responsibility to inform you of
any such change or inaccuracy that may occur or come to our attention. The
disclosure in the section of the Proxy Statement/Prospectus entitled "Material
U.S. Federal Income Tax Consequences of the Merger" is our opinion with respect
to the tax consequences of the Merger. Finally, our opinion is limited to the
tax matters specifically covered hereby and we have not been asked to address,
nor have we addressed, any other tax consequences of the Merger.
We express our opinion herein only as to those matters specifically set
forth above and no opinion should be inferred as to the tax consequences of the
Merger under any state, local or foreign law, or with respect to other areas of
United States federal taxation. We are members of the Bar of the State of New
York, and we do not express any opinion herein concerning any law other than the
federal law of the United States. We hereby consent to the filing of this
opinion as Exhibit 8.1 to the Registration Statement and to the use of our name
under the caption "Material United States Federal Income Tax Consequences of the
Merger."
Very truly yours,
/s/ CRAVATH, SWAINE & MOORE
Florida Power & Light Company
700 Universe Boulevard
Juno Beach, FL 33408
Attn: James Higgins
