Exhibit 8.01
[LETTERHEAD OF KUTAK ROCK LLP]
December 11, 2000
Medical Capital Management, Inc.
5190 Neil Road
Reno, NV 89502
Re: Certain Federal Income Tax Issues
Ladies and Gentlemen:
We have acted as special tax counsel to you in connection with the filing
of a registration statement on Form SB-2, including a related Prospectus, under
the Securities Act of 1933, as amended (the "Act"), to which this opinion is
attached as an exhibit. The registration statement will be filed with the
Securities and Exchange Commission (the "Commission") in connection with a
proposed offering by the Company of up to $75,000,000 in principal amount of its
Redeemable Secured Notes, Series I (the "Notes"). Such registration statement,
as amended, and the Prospectus on file with the Commission at the time such
registration statement becomes effective (including financial statements and
schedules, exhibits and all other documents filed as a part thereof or
incorporated therein) are herein called, respectively, the "Registration
Statement" and the "Prospectus."
The opinions set forth herein are based on the applicable provisions of the
Internal Revenue Code of 1986, as amended (the "Code"), the Treasury Regulations
promulgated thereunder (the "Regulations") and interpretations thereof by the
Internal Revenue Service (the "Service") and the courts having jurisdiction over
such matters, each as of the date hereof. The opinions set forth herein are also
based upon certain assumptions and representations described below. There can be
no assurance that the Code or the Regulations will not be amended or that
interpretations of the Service or the courts will not change in a manner which
would preclude us from rendering similar opinions in the future. Moreover, any
such changes in the Code, the Regulations or the interpretations thereof may
have retroactive effect.
These opinions further depend upon the facts and circumstances surrounding
your operations and the issuance of the Notes. In the event such matters differ
from your representations concerning the foregoing or the descriptions of
operations or the issuance of the Notes set forth in the Registration Statement
and the Prospectus, our conclusions could differ from those set forth herein.
<PAGE>
KUTAK ROCK LLP
Medical Capital Management, Inc.
December 11, 2000
Page 2
In connection with rendering the opinions set forth herein, we have
examined and relied upon such documents as we believe necessary, including, but
not limited to, the Registration Statement and the Prospectus.
In rendering the opinions set forth herein, we have assumed the
authenticity of all original documents, the accuracy of copies and the
genuineness of signatures, and that the forms of documents supplied to us are
substantially identical to those documents which will be executed by you or for
your benefit. In this regard, you should note that we have reviewed only those
documents which appeared relevant to the opinions set forth herein and have not
undertaken a review of any other documents or matters. In addition, we have not
independently verified any of the information described in the foregoing
documents or in the following representations.
Based upon the foregoing and subject to the qualifications set forth above,
and assuming (i) that the Registration Statement has become effective under the
Act, (ii) that all required actions are taken and conditions satisfied with
respect to the issuance of the Notes as specified in the Prospectus and (iii)
the Notes are issued for cash as described in the Prospectus: we are of the
opinion that the discussion set forth in the section of the Registration
Statement entitled "MATERIAL FEDERAL INCOME TAX CONSIDERATIONS" is a true and
accurate discussion of applicable provisions of the Code and fairly summarizes
the material federal income tax considerations associated with the offering of
the Notes.
The opinions set forth herein are rendered only to you and are solely for
your benefit. Please be advised that we have rendered no opinion, except as
expressly set forth above, with regard to any other federal income tax or other
tax issue associated with you or the Notes. We disclaim any obligation to update
this opinion letter for events occurring or coming to our attention after the
date hereof.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and the use of our name in the Registration Statement. In giving such
consent, we do not thereby admit that we come within the category of persons
whose consent is required under Section 7 of the Act or the Rules and
Regulations of the Commission promulgated pursuant thereto.
Very truly yours,
/s/ Kutak Rock LLP
Kutak Rock LLP
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