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Exhibit 8.1
[Paul, Weiss, Rifkind, Wharton & Garrison Letterhead]
(212) 373-3000
(212) 757-3990
August 17, 2000
CoreComm Limited
110 East 59th Street
New York, NY 10022
Re: Registration Statements on Form S-4
Dear Ladies and Gentlemen:
In connection with the Registration Statements on Form S-4 of
CoreComm Merger Sub, Inc. and ATX Telecommunications Services, Inc. (the "Forms
S-4") filed by those registrants with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended (the "Act"), and the rules
and regulations thereunder (the "Rules") relating to the issuance of common
stock, par value $0.01 per share, of those registrants in connection with
certain transactions involving ATX Telecommunications Services, Inc.,
Voyager.net, Inc. and CoreComm Limited, we have been requested to render our
opinion as to the matters hereinafter set forth. Capitalized terms used and not
otherwise defined herein shall have the meanings attributed thereto in the Forms
S-4.
In this regard, we have reviewed copies of the Forms S-4 (including
the exhibits and amendments thereto). We have also made such other
investigations of fact and law and have examined the originals, or copies
authenticated to our satisfaction, of such other documents, record, certificates
or other instruments as in our judgment are necessary or appropriate to render
the opinion expressed below. The opinion set forth below is further based upon
certain factual representations set forth in representation letters from Voyager
and
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CoreComm dated as of the date hereof. We have assumed that such representations
are true, correct and complete from the date hereof through the date of the
Voyager merger, and that no actions inconsistent with such representations will
be taken.
The opinion set forth below is limited to the Internal Revenue Code
of 1986, as amended (the "Code"), administrative rulings, judicial decisions,
Treasury regulations and other applicable authorities, all as in effect on the
date hereof. The statutory provisions, regulations, and interpretations upon
which our opinion is based are subject to change, and such changes could apply
retroactively. Any such change could affect the continuing validity of the
opinion set forth below. We assume no responsibility to advise you of any
subsequent changes in existing law or facts, nor do we assume any responsibility
to update this opinion with respect to any matters expressly set forth herein,
and no opinions are to be implied or may be inferred beyond the opinion
expressly set forth below.
Based upon and subject to the foregoing, as well as the limitation
set forth below, we confirm that the federal income tax consequences to the
CoreComm shareholders set forth under the subheadings "Treatment of CoreComm
Shareholders" and "Reporting Requirements," which are under the heading
"Material United States Federal Income Tax Considerations" in the Forms S-4,
constitute our opinions with respect to such matters.
No opinion is expressed as to any matter not specifically addressed
above. Also, no opinion is expressed as to the tax consequences of the
domestication merger, the ATX merger or the Voyager merger under any foreign,
state or local tax law. Moreover, you should recognize that our opinion is not
binding on the Internal Revenue Service (the "Service"), that the Service may
disagree with the opinion set forth above, and that although we believe that the
opinion set forth above would be sustained if challenged, there can be no
assurance to that effect.
We hereby consent to the filing of this opinion as an exhibit to the
Forms S-4, or any amendment pursuant to Rule 462 under the Act, and to the use
of our name under the heading "Legal Matters" and "Material United States
Federal Income Tax Considerations" in the Forms S-4, or any amendment pursuant
to Rule 462 under the Act. In giving this consent, we do not hereby agree that
we come within the category of persons whose consent is required by the Act or
the Rules.
Very truly yours,
/s/ PAUL, WEISS, RIFKIND, WHARTON & GARRISON
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PAUL, WEISS, RIFKIND, WHARTON & GARRISON
