<PAGE>
Exhibit 8.1
[LETTERHEAD OF ORRICK, HERRINGTON & SUTCLIFFE LLP]
December __, 2000
Schuler Homes, Inc.
828 Fort Street Mall, Fourth Floor
Honolulu, Hawaii, 96813
Attention: Board of Directors
Ladies and Gentlemen:
We have acted as counsel to Schuler Homes, Inc. ("Schuler"), a
Delaware corporation, in connection with the contemplated merger (the
"Merger") of Schuler Reorganization Sub, Inc. ("Merger Sub"), a Delaware
corporation and a wholly-owned subsidiary of Schuler Holdings, Inc.
("Parent"), with and into Schuler, pursuant to an Agreement and Plan of
Merger (the "Merger Agreement"), by and among Schuler, Merger Sub and Parent,
in the form of Appendix B to the Registration Statement on Form S-4 of Parent
in the form filed on October 30, 2000 with the Securities and Exchange
Commission, as amended from time to time (the "Registration Statement"), and
an Agreement and Plan of Reorganization, dated as of September 12, 2000 (the
"Reorganization Agreement"), by and among Schuler and others, included within
the Registration Statement as Appendix A. You have requested our opinion as
to certain federal income tax matters relating to the Merger. All
capitalized terms used herein, unless otherwise specified, have the meanings
assigned to them in the Reorganization Agreement.
In rendering our opinion, we have examined and relied upon the
accuracy and completeness of the facts, information, covenants and
representations contained in the Registration Statement, the Merger Agreement
and the Reorganization Agreement and such other documents and corporate
records as we have deemed necessary or appropriate for purposes of this
opinion. In addition, we have relied upon certain statements,
representations and agreements made by Schuler and Parent, including
representations set forth in the Officer's Certificates of Schuler and Parent
that were provided to us (the "Officers' Certificates"). Our opinion is
conditioned on, among other things, the initial and continuing accuracy of
the facts, information, covenants and representations set forth in the
documents referred to above and the statements, representations and
agreements made by Schuler, Parent, and others, including those set forth in
the Officers' Certificates. We have no reason to believe that such facts,
information, covenants and representations are not true, but we have not
attempted to verify them independently and expressly disclaim an opinion as
to their validity and accuracy.
In our examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the
<PAGE>
Board of Directors
Schuler Homes, Inc.
December __, 2000
Page 2
conformity to original documents of all documents submitted to us as
certified or photostatic copies and the authenticity of the originals of such
documents. We also have assumed that the transactions related to the Merger
or contemplated by the Merger Agreement and the Reorganization Agreement will
be consummated in accordance with such agreements and that all covenants
contained in the Merger Agreement and the Reorganization Agreement (including
exhibits thereto) and the Officers' Certificates will be performed without
waiver or breach of any material provision thereof. Moreover, we have
assumed that any representation or statement made to someone's "best
knowledge" or similarly qualified is correct without such qualification.
Furthermore, we have assumed that the Merger qualifies as a statutory merger
under the laws of the State of Delaware.
The opinion expressed in this letter is based on the provisions of
the Internal Revenue Code of 1986, as amended, final, temporary and proposed
Treasury regulations promulgated thereunder and administrative and judicial
interpretations thereof, all as in effect as of the date hereof and all of
which are subject to change (possibly on a retroactive basis). No ruling
from the Internal Revenue Service (the "IRS") has been or will be sought on
any issues related to the Merger, and there can be no assurance that the IRS
will not take a contrary view. Although our opinion expressed in this letter
represents our best judgment as to such matters, our opinion has no binding
effect on the IRS or the courts.
Based upon and subject to the foregoing, and subject to the
qualifications set forth herein, we are of the opinion that the discussion
under the heading "THE REORGANIZATION - Material Federal Income Tax
Consequences" contained in the Registration Statement, insofar as it relates
to statements of law and legal conclusions, is correct in all material
respects. Because this opinion is being delivered prior to the Effective
Time of the Merger, it must be considered prospective and dependent on future
events. There can be no assurance that changes in the law will not take
place which could affect the United States federal income tax consequences of
the Merger or that contrary positions may not be taken by the IRS.
Except as set forth above, we express no opinion to any party as to
the tax consequences, whether federal, state, local or foreign, of the Merger
or of any transactions related to the Merger or contemplated by the Merger
Agreement and the Reorganization Agreement. We are furnishing this opinion
to you solely in connection with the Registration Statement. We consent to
the use of our name wherever appearing in the Registration Statement with
respect to the discussion of the material federal income tax consequences of
the Merger and to the filing of this opinion as an exhibit to 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
<PAGE>
Board of Directors
Schuler Homes, Inc.
December __, 2000
Page 3
and Exchange Commission promulgated thereunder (collectively, the "1933
Act"), nor do we thereby admit that we are "experts" within the meaning of
such term as used in the 1933 Act with respect to any part of the
Registration Statement, including this opinion letter as an exhibit or
otherwise. We disclaim any obligation to update this opinion letter for
events occurring or coming to our attention after the date hereof.
Very truly yours,
ORRICK, HERRINGTON & SUTCLIFFE LLP
