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Exhibit 8.1
[LETTERHEAD OF KIRKLAND & ELLIS]
October 16, 2000
Ziff Davis Media Inc.
28 East 28/th/ Street
New York, NY 10016
Re: Exchange Offer for $250,000,000 12% Senior Subordinated Notes due
2010 for $250,000,000 12% Series B Senior Notes due 2010
Ladies and Gentlemen:
We have acted as counsel to Ziff Davis Media Inc. (the "Company") and
the Subsidiary Guarantors (together with the Company, the "Registrants") in
connection with the proposed offer (the "Exchange Offer") to exchange an
aggregate principal amount of up to $250,000,000 12% Senior Subordinated Notes
due 2010 (the "Old Notes") for $250,000,000 12% Series B Senior Subordinated
Notes due 2010 (the "Exchange Notes"), pursuant to a Registration Statement on
Form S-4 filed with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Securities Act"). Such
Registration Statement, as amended or supplemented, is hereinafter referred to
as the "Registration Statement".
You have requested our opinion as to certain United States federal
income tax consequences of the Exchange Offer. In preparing our opinion, we have
reviewed and relied upon the Registration Statement and such other documents as
we deemed necessary.
On the basis of the foregoing, it is our opinion that the exchange of
the Old Notes for the Exchange Notes pursuant to the Exchange Offer will not be
treated as an "exchange" for United States federal income tax purposes, because
the Exchange Notes will not be considered to differ materially in kind or extent
from the Old Notes. Rather, the Exchange Notes received by a holder will be
treated as a continuation of the Old Notes in the hands of that holder.
Accordingly, there will be no federal income tax consequences to holders solely
as a result of the exchange of the Old Notes for Exchange Notes under the
Exchange Offer.
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Ziff Davis Media Inc.
October 16, 2000
Page 2
The opinion set forth above is based upon the applicable provisions of
the Internal Revenue Code of 1986, as amended, the Treasury Regulations
promulgated or proposed thereunder, current positions of the Internal Revenue
Service (the "IRS") contained in published revenue rulings, revenue procedures,
and announcements, existing judicial decisions and other applicable authorities.
No tax ruling has been sought from the IRS with respect to any of the matters
discussed herein. Unlike a ruling from the IRS, an opinion of counsel is not
binding on the IRS. Hence no assurance can be given that the opinion stated in
this letter will not be successfully challenged by the IRS or that a court would
reach the same conclusion. We express no opinion concerning any tax consequences
of the Exchange Offer except as expressly set forth above.
We consent to the filing of this opinion as an exhibit to the
registration statement, to the reference to this firm and the inclusion of our
opinion in the section entitled "United States Federal Income Tax
Considerations" in the registration statement. In giving this consent, we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ KIRKLAND & ELLIS
