BERKLINE CORP, S-4/A, 1996-11-08

BERKLINE CORP
S-4/A, 1996-11-08
HOUSEHOLD FURNITURE

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 8, 1996

REGISTRATION NO. 333-11905

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------

AMENDMENT NO. 4
TO
FORM S-4
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

-------------------
LIFESTYLE FURNISHINGS INTERNATIONAL LTD.
(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C> <C>
DELAWARE 2511 56-1977928
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>

-------------------

1300 NATIONAL HIGHWAY
THOMASVILLE, NORTH CAROLINA 27360
(910) 476-4777
(Address, including zip code, and telephone number, including area code,
of registrant's and co-registrants' principal executive offices)
-------------------

DOUGLAS C. BARNARD, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
LIFESTYLE FURNISHINGS INTERNATIONAL LTD.
1300 NATIONAL HIGHWAY
THOMASVILLE, NORTH CAROLINA 27360
(910) 476-4777
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
-------------------

With a copy to:
PHILIP H. WERNER, ESQ.
MORGAN, LEWIS & BOCKIUS LLP
101 PARK AVENUE
NEW YORK, N.Y. 10178-0060

-------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after this Registration Statement becomes effective.

If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /

-------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
TABLE OF ADDITIONAL REGISTRANTS

<TABLE>
<CAPTION>
EXACT NAME OF GUARANTOR PRIMARY STANDARD
REGISTRANT AS SPECIFIED JURISDICTION OF I.R.S. EMPLOYEE INDUSTRIAL CLASSIFICATION
IN ITS CHARTER INCORPORATION IDENTIFICATION NO. CODE NO.
- --------------------------------- --------------- ------------------- --------------------------
<S> <C> <C> <C>

Ametex Fabrics, Inc.............. Delaware 04-2518916 5131

The Berkline Corporation......... Delaware 62-1568223 2512

Blue Mountain Trucking
Corporation...................... Mississippi 64-0625494 4211

Custom Truck Tires, Inc.......... Mississippi 64-0712217 4211

D-H Retail Space, Inc............ Mississippi 56-1726125 9998

Drexel Heritage Advertising,
Inc.............................. Delaware 56-1693295 9998

Drexel Heritage Furnishings,
Inc.............................. New York 13-6087066 2511

Drexel Heritage Home
Inspirations, Inc.............. North Carolina 38-3176528 9998

Henredon Furniture Industries,
Inc.............................. North Carolina 56-0479224 2511

Henredon Transportation Company.. North Carolina 56-1324378 4211

Interior Fabric Design, Inc...... New York 04-2593116 5131

Intro Europe, Inc................ North Carolina 58-1583028 9998

La Barge, Inc.................... Michigan 38-1683907 2514

Lifestyle Holdings Ltd........... Delaware 56-1977929 2511

Lexington Furniture Industries,
Inc.............................. North Carolina 56-0201940 2511

Maitland-Smith, Inc.............. North Carolina 31-1252988 9998

Marbro Lamp Company.............. California 95-4089891 3269

Ramm, Son & Crocker, Inc......... New York 38-3036446 5131

Robert Allen Fabrics, Inc........ Delaware 04-2928435 5131

Robert Allen Fabrics
of New York, Inc............... Delaware 04-2827352 5021

Sunbury Textile Mills, Inc....... Delaware 24-0815238 2221

Universal Furniture Industries,
Inc.............................. Delaware 95-3550559 2511

Universal Furniture Limited...... Delaware 38-2885167 2511
</TABLE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the Delaware General Corporation Law provides that a Delaware
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (a
"proceeding") (other than an action by or in the right of the corporation) by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding if
such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his or her conduct was unlawful. A Delaware corporation may indemnify any person
under such section in connection with a proceeding by or in the right of the
corporation to procure judgment in its favor, as provided in the preceding
sentence, against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection with the defense or settlement of such
action, except that no indemnification shall be made in respect thereof unless,
and then only to the extent that, a court of competent jurisdiction shall
determine upon application that such person is fairly and reasonably entitled to
indemnity for such expenses as the court shall deem proper. A Delaware
corporation must indemnify any peson who was successful on the merits or
otherwise in defense of any action, suit or proceeding or in defense of any
claim, issue or matter in any proceeding, by reason of the fact that such person
is or was a director, officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection therewith. A Delaware corporation may pay
for the expenses (including attorneys' fees) incurred by an officer or director
in defending a proceeding in advance of the final disposition upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he or she is not entitled to be
indemnified by the corporation.

The Certificate of Incorporation and By-laws of LIFESTYLE FURNISHINGS
INTERNATIONAL LTD. (the "Company") provide for indemnification of directors and
officers to the fullest extent permitted by Section 145 of the Delaware General
Corporation Law.

Section 102(b)(7) of the Delaware General Corporation Law provides that a
Delaware corporation may in its articles of incorporation eliminate or limit the
personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director except for
liability: for any breach of the director's duty of loyalty to the corporation
or its stockholders; for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; under Section 174
(pertaining to certain prohibited acts including unlawful payment of dividends
or unlawful purchase or redemption of the corporation's capital stock); or for
any transaction from which the director derived an improper personal benefit.
The Company's Certificate of Incorporation eliminates the liability of directors
for monetary damages for breach of fiduciary duty as a director unless, and only
to the extent that, such director is liable (i) for any breach of the director's
duty of loyalty to the Company or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the Delaware General Corporation Law or any
amendment thereto or successor provision thereto, or (iv) for any transaction
from which the director derived an improper personal

II-1
<PAGE>
benefit. The Delaware General Corporation Law permits the purchase of insurance
on behalf of directors and officers against any liability asserted against
directors and officers and incurred by such pesons in such capacity, or arising
out of their status as such, whether or not the corporation would have the power
to indemnify offices and directors against such liability. The Company's
corporate parent, FURNISHINGS INTERNATIONAL INC., has obtained liability
insurance coverage, which includes coverage to reimburse the Company (and the
Company's subsidiaries) for amounts required or permitted by law to be paid to
indemnify directors and officers.

The foregoing summary of the Delaware General Corporation Law, the Company's
Certificate of Incorporation and the Company's By-Laws is qualified in its
entirety by reference to the relevant provisions of the Delaware General
Corporation Law and by reference to the relevant provisions of the Company's
Certificate of Incorporation (filed as Exhibit 3.1) and the relevant provisions
of the Company's By-Laws (filed as Exhibit 3.25).

The Company provides for indemnification of directors and officers of its
subsidiaries, including the co-registrants, substantially to the same extent and
under the same conditions that such indemnification is provided at the Company
level.

See Item 22 for a statement of the co-registrants' undertaking as to the
Securities and Exchange Commission's position respecting indemnification for
liabilities arising under the Securities Act of 1933, as amended.

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits:

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- -------- ----------------------------------------------------------------------------------
<C> <S>

3.1* Certificate of Incorporation of LIFESTYLE FURNISHINGS INTERNATIONAL LTD. (the
"Company")

3.2* Certificate of Incorporation of Ametex Fabrics, Inc.

3.3* Certificate of Incorporation of The Berkline Corporation

3.4* Articles of Incorporation of Blue Mountain Trucking Corporation

3.5* Articles of Incorporation of Custom Truck Tires, Inc.

3.6* Certificate of Incorporation of D-H Retail Space, Inc.

3.7* Certificate of Incorporation of Drexel Heritage Advertising, Inc.

3.8* Certificate of Incorporation of Drexel Heritage Furnishings Inc.

3.9* Articles of Incorporation of Drexel Heritage Home Inspirations, Inc.

3.10* Certificate of Incorporation of Henredon Furniture Industries, Inc.

3.11* Articles of Incorporation of Henredon Transportation Company

3.12* Certificate of Incorporation of Interior Fabric Design, Inc.

3.13* Articles of Incorporation of Intro Europe, Inc.

3.14* Articles of Incorporation of La Barge, Inc.

3.15* Certificate of Incorporation of Lexington Furniture Industries, Inc.

3.16* Certificate of Incorporation of Lifestyle Holdings Ltd.

3.17* Articles of Incorporation of Maitland-Smith, Inc.
</TABLE>

- -------------------

* Previously filed

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<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- -------- ----------------------------------------------------------------------------------
<C> <S>
3.18* Articles of Incorporation of Marbro Lamp Company

3.19* Certificate of Incorporation of Ramm, Son & Crocker, Inc.

3.20* Certificate of Incorporation of Robert Allen Fabrics, Inc.

3.21* Certificate of Incorporation of Robert Allen Fabrics of N.Y., Inc.

3.22* Certificate of Incorporation of Sunbury Textile Mills, Inc.

3.23* Certificate of Incorporation of Universal Furniture Industries

3.24* Certificate of Incorporation of Universal Furniture Limited

3.25* By-Laws of the Company

3.26* By-Laws of Ametex Fabrics, Inc.

3.27* By-Laws of The Berkline Corporation

3.28* By-Laws of Blue Mountain Trucking Corporation

3.29* By-Laws of Custom Truck Tires, Inc.

3.30* By-Laws of D-H Retail Space, Inc.

3.31* By-Laws of Drexel Heritage Advertising, Inc.

3.32* By-Laws of Drexel Heritage Furnishings Inc.

3.33* By-Laws of Drexel Heritage Home Inspirations, Inc.

3.34* By-Laws of Henredon Furniture Industries, Inc.

3.35* By-Laws of Henredon Transportation Company

3.36* By-Laws of Interior Fabric Design, Inc.

3.37* By-Laws of Intro Europe, Inc.

3.38* By-Laws of La Barge, Inc.

3.39* By-Laws of Lexington Furniture Industries, Inc.

3.40* By-Laws of Lifestyle Holdings Ltd.

3.41* By-Laws of Maitland-Smith, Inc.

3.42* By-Laws of Marbro Lamp Company

3.43* By-Laws of Ramm, Son & Crocker, Inc.

3.44* By-Laws of Robert Allen Fabrics, Inc.

3.45* By-Laws of Robert Allen Fabrics of N.Y., Inc.

3.46* By-Laws of Sunbury Textile Mills, Inc.

3.47* By-Laws of Universal Furniture Industries

3.48* By-Laws of Universal Furniture Limited

4* Indenture between the Company and IBJ Schroder Bank & Trust Company, as Trustee,
dated as of August 5, 1996.

5* Opinion of Morgan, Lewis & Bockius LLP

8+ Opinion of Morgan, Lewis & Bockius LLP regarding tax matters
</TABLE>

- -------------------

* Previously filed

+ Filed herewith.

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<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- -------- ----------------------------------------------------------------------------------
<C> <S>
10.1* Acquisition Agreement between FURNISHINGS INTERNATIONAL INC. and Masco Corporation
dated as of March 29, 1996

10.2* Amendment No. 1 to Acquisition Agreement dated as of June 21, 1996

10.3* Amendment No. 2 to Acquisition Agreement dated as of August 5, 1996

10.4* Credit Agreement dated as of August 5, 1996 among FURNISHINGS INTERNATIONAL INC.,
the Company, the subsidiary borrowers named therein, the lenders named therein and
The Chase Manhattan Bank, as Swingline Lender, Administrative Agent and Collateral
Agent, Chase Manhattan Bank Delaware as Issuing Bank

10.5* Exchange and Registration Rights Agreement between the Company, the Guarantors
named therein, Chase Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, dated as of August 5, 1996.

10.6* Pooling Agreement, dated as of August 5, 1996, among LFI Receivables Corporation,
LFI Servicing Corporation and The Chase Manhattan Bank, as Trustee.

10.7* Series 1996-A Supplement, dated as of August 5, 1996, among LFI Receivables
Corporation, LFI Servicing Corporation, Chemical Bank, as Agent and as Initial
Purchaser, and The Chase Manhattan Bank, as Trustee.

10.8* Servicing Agreement, dated as of August 5, 1996, among LFI Receivables
Corporation, LFI Servicing Corporation, as Master Servicer, each of the Servicers
party thereto and The Chase Manhattan Bank, as Trustee.

10.9* Receivables Sale Agreement, dated as of August 5, 1996, among LFI Receivables
Corporation, the Sellers named therein and the Servicers named therein.

10.10* Stockholders' Agreement, dated as of August 5, 1996, among Masco Corporation,
FURNISHINGS INTERNATIONAL INC., 399 Venture Partners, Inc., Associate Madison
Companies, Inc., and the other stockholders named therein.

10.11* Registration Rights Agreement, dated as of August 5, 1996, among Masco
Corporation, FURNISHINGS INTERNATIONAL INC., 399 Venture Partners, Inc., Associate
Madison Companies, Inc., and the other stockholders named therein.

10.12* Management Agreement, dated as of August 5, 1996, by and between FURNISHINGS
INTERNATIONAL INC. and the Company.

10.13* Tax Sharing Agreement, dated as of the 5th day of August, 1996, by and between
FURNISHINGS INTERNATIONAL INC., Simmons Upholstered Furniture Corporation, the
Company and LFI Receivables Corporation.

10.14* Transition Services Agreement, dated as of August 5, 1996, among FURNISHINGS
INTERNATIONAL INC. and Masco Corporation.

10.15* 12.0% Senior Pay-in-Kind Note of FURNISHINGS INTERNATIONAL INC. dated August 5,
1996.

10.16* Purchase Agreement dated July 31, 1996 between the Company, Chase Securities Inc.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, and the Guarantors named
therein.

12* Statement re: Computation of Ratio of Earnings to Fixed Charges

21* Subsidiaries of the Company

23.1* Consent of Morgan, Lewis & Bockius LLP (included in opinion filed as Exhibits 5)

23.2+ Consent of Morgan, Lewis & Bockius LLP (included in opinion filed as Exhibit 8)

23.3* Consent of Coopers & Lybrand L.L.P.
</TABLE>

- -------------------

* Previously filed

+ Filed herewith

II-4
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- -------- ----------------------------------------------------------------------------------
<C> <S>
23.4* Consent of Coopers & Lybrand L.L.P.

24* Powers of Attorney (included on the signature pages to this Registration
Statement)

25* Statement of Eligibility of IBJ Schroder Bank & Trust Company, as Trustee

27* Financial Data Schedule

99.1* Form of Letter of Transmittal

99.2* Form of Notice of Guaranteed Delivery
</TABLE>

(b) Financial Statement Schedules:

1. Financial Statement Schedules filed herewith:

Schedule II Valuation and Qualifying Accounts

ITEM 22. UNDERTAKINGS

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
co-registrants pursuant to the provisions described under Item 20 or otherwise,
the the co-registrants have been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by a co-registrant of expenses incurred or paid by a director, officer
or controlling person of such co-registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, such co-registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

The undersigned co-registrants hereby undertake:

To respond to requests for information that is incorporated by reference
into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this Form, within one
business day of receipt of such request, and to send the incorporated documents
by first class mail or other equally prompt means. This includes information
contained in documents filed subsequent to the effective date of the
registration statement through the date of responding to the request.

To supply by means of a post-effective amendment all information concerning
a transaction, and the company being acquired involved therein, that was not the
subject of and included in the registration statement when it became effective.

- ------------

* Previously filed

+ Filed herewith

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<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Amendment No. 4 to Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of New York, State of New York, on the 8th day of November, 1996.

LIFESTYLE FURNISHINGS
INTERNATIONAL LTD.

By /s/ WAYNE B. LYON
...................................
Wayne B. Lyon
Chairman of the Board,
President and Chief Executive
Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 4 to Registration Statement has been signed below by the following
persons in the capacities and on the date indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ----------------------------------- ----------------------------------- -----------------
<S> <C> <C>

/s/ WAYNE B. LYON Chairman of the Board, President November 8, 1996
................................... and Chief Executive Officer
Wayne B. Lyon (principal executive officer)

/s/ RONALD J. HOFFMAN Vice President, Treasurer and November 8, 1996
................................... Chief Financial Officer
Ronald J. Hoffman (principal financial and
acounting officer)

* Director November 8, 1996
...................................
Richard M. Cashin, Jr.

* Director November 8, 1996
...................................
C. Sean Day

* Director November 8, 1996
...................................
Robert L. George

* Director November 8, 1996
...................................
John A. Morgan

* Director November 8, 1996
...................................
David F. Thomas

................................... Director
Martin D. Walker
</TABLE>

*By: /s/ DOUGLAS C. BARNARD
..............................
Attorney-in-Fact

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<PAGE>
SIGNATURES

AMETEX FABRICS, INC.

By: /s/ WAYNE B. LYON
..................................
Wayne B. Lyon
Chairman of the Board and
Chief Executive Officer

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ----------------------------------- ----------------------------------- -----------------
<S> <C> <C>

/s/ WAYNE B. LYON Chairman of the Board and November 8, 1996
................................... Chief Executive Officer
Wayne B. Lyon (principal executive officer)

/s/ RONALD J. HOFFMAN Director, Vice President and November 8, 1996
................................... Treasurer (principal financial
Ronald J. Hoffman and accounting officer)

/s/ DOUGLAS C. BARNARD Director, Vice President and November 8, 1996
................................... Secretary
Douglas C. Barnard
</TABLE>

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<PAGE>
SIGNATURES

THE BERKLINE CORPORATION

By: /s/ WAYNE B. LYON
..................................
Wayne B. Lyon
Chairman of the Board and
Chief Executive Officer

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ----------------------------------- ----------------------------------- -----------------
<S> <C> <C>

/s/ WAYNE B. LYON Chairman of the Board and November 8, 1996
................................... Chief Executive Officer
Wayne B. Lyon (principal executive officer)

/s/ RONALD J. HOFFMAN Director, Vice President and November 8, 1996
................................... Treasurer (principal financial
Ronald J. Hoffman and accounting officer)

/s/ DOUGLAS C. BARNARD Director, Vice President and November 8, 1996
................................... Secretary
Douglas C. Barnard
</TABLE>

II-8
<PAGE>
SIGNATURES

BLUE MOUNTAIN TRUCKING
CORPORATION

By: /s/ WAYNE B. LYON
..................................
Wayne B. Lyon
Chairman of the Board and
Chief Executive Officer

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ----------------------------------- ----------------------------------- -----------------
<S> <C> <C>

/s/ WAYNE B. LYON Chairman of the Board and November 8, 1996
................................... Chief Executive Officer
Wayne B. Lyon (principal executive officer)

/s/ RONALD J. HOFFMAN Director, Vice President and November 8, 1996
................................... Treasurer (principal financial
Ronald J. Hoffman and accounting officer)

/s/ DOUGLAS C. BARNARD Director, Vice President and November 8, 1996
................................... Secretary
Douglas C. Barnard
</TABLE>

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<PAGE>
SIGNATURES

CUSTOM TRUCK TIRES, INC.

By: /s/ WAYNE B. LYON
..................................
Wayne B. Lyon
Chairman of the Board and
Chief Executive Officer

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ----------------------------------- ----------------------------------- -----------------
<S> <C> <C>

/s/ WAYNE B. LYON Chairman of the Board and November 8, 1996
................................... Chief Executive Officer
Wayne B. Lyon (principal executive officer)

/s/ RONALD J. HOFFMAN Director, Vice President and November 8, 1996
................................... Treasurer (principal financial
Donald J. Hoffman and accounting officer)

/s/ DOUGLAS C. BARNARD Director, Vice President and November 8, 1996
................................... Secretary
Douglas C. Barnard
</TABLE>

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<PAGE>
SIGNATURES

D-H RETAIL SPACE, INC.

By: /s/ WAYNE B. LYON
..................................
Wayne B. Lyon
Chairman of the Board and
Chief Executive Officer

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ----------------------------------- ----------------------------------- -----------------
<S> <C> <C>

/s/ WAYNE B. LYON Chairman of the Board and November 8, 1996
................................... Chief Executive Officer
Wayne B. Lyon (principal executive officer)

/s/ RONALD J. HOFFMAN Director, Vice President and November 8, 1996
................................... Treasurer (principal financial
Ronald J. Hoffman and accounting officer)

/s/ DOUGLAS C. BARNARD Director, Vice President and November 8, 1996
................................... Secretary
Douglas C. Barnard
</TABLE>

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<PAGE>
SIGNATURES

DREXEL HERITAGE ADVERTISING, INC.

By: /s/ WAYNE B. LYON
..................................
Wayne B. Lyon
Chairman of the Board and
Chief Executive Officer

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ---------------------------------- ---------------------------------- ------------------
<S> <C> <C>

/s/ WAYNE B. LYON Chairman of the Board and November 8, 1996
.................................. Chief Executive Officer
Wayne B. Lyon (principal executive officer)

/s/ RONALD J. HOFFMAN Director, Vice President and November 8, 1996
.................................. Treasurer (principal financial
Ronald J. Hoffman and accounting officer)

/s/ DOUGLAS C. BARNARD Director, Vice President and November 8, 1996
.................................. Secretary
Douglas C. Barnard
</TABLE>

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<PAGE>
SIGNATURES

DREXEL HERITAGE FURNISHINGS, INC.

By: /s/ WAYNE B. LYON
..................................
Wayne B. Lyon
Chairman of the Board and
Chief Executive Officer

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ---------------------------------- ---------------------------------- ------------------
<S> <C> <C>

/s/ WAYNE B. LYON Chairman of the Board and November 8, 1996
.................................. Chief Executive Officer
Wayne B. Lyon (principal executive officer)

/s/ RONALD J. HOFFMAN Director, Vice President and November 8, 1996
.................................. Treasurer (principal financial
Ronald J. Hoffman and accounting officer)

/s/ DOUGLAS C. BARNARD Director, Vice President and November 8, 1996
.................................. Secretary
Douglas C. Barnard
</TABLE>

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<PAGE>
SIGNATURES

DREXEL HERITAGE HOME
INSPIRATIONS, INC.

By: /s/ WAYNE B. LYON
..................................
Wayne B. Lyon
Chairman of the Board and
Chief Executive Officer

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ----------------------------------- ----------------------------------- -----------------
<S> <C> <C>

/s/ WAYNE B. LYON Chairman of the Board and November 8, 1996
................................... Chief Executive Officer
Wayne B. Lyon (principal executive officer)

/s/ RONALD J. HOFFMAN Director, Vice President and November 8, 1996
................................... Treasurer (principal financial
Ronald J. Hoffman and accounting officer)

/s/ DOUGLAS C. BARNARD Director, Vice President and November 8, 1996
................................... Secretary
Douglas C. Barnard
</TABLE>

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<PAGE>
SIGNATURES

HENREDON FURNITURE INDUSTRIES, INC.

By: /s/ WAYNE B. LYON
..................................
Wayne B. Lyon
Chairman of the Board and
Chief Executive Officer

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ---------------------------------- ---------------------------------- ------------------
<S> <C> <C>

/s/ WAYNE B. LYON Chairman of the Board and November 8, 1996
.................................. Chief Executive Officer
Wayne B. Lyon (principal executive officer)

/s/ RONALD J. HOFFMAN Director, Vice President and November 8, 1996
.................................. Treasurer (principal financial
Ronald J. Hoffman and accounting officer)

/s/ DOUGLAS C. BARNARD Director, Vice President and November 8, 1996
.................................. Secretary
Douglas C. Barnard
</TABLE>

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<PAGE>
SIGNATURES

HENREDON TRANSPORTATION COMPANY

By: /s/ WAYNE B. LYON
..................................
Wayne B. Lyon
Chairman of the Board and
Chief Executive Officer

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ---------------------------------- ---------------------------------- ------------------
<S> <C> <C>

/s/ WAYNE B. LYON Chairman of the Board and November 8, 1996
.................................. Chief Executive Officer
Wayne B. Lyon (principal executive officer)

/s/ RONALD J. HOFFMAN Director, Vice President and November 8, 1996
.................................. Treasurer (principal financial
Ronald J. Hoffman and accounting officer)

/s/ DOUGLAS C. BARNARD Director, Vice President and November 8, 1996
.................................. Secretary
Douglas C. Barnard
</TABLE>

II-16
<PAGE>
SIGNATURES

INTERIOR FABRIC DESIGN, INC.

By: /s/ WAYNE B. LYON
..................................
Wayne B. Lyon
Chairman of the Board and
Chief Executive Officer

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ---------------------------------- ---------------------------------- ------------------
<S> <C> <C>

/s/ WAYNE B. LYON Chairman of the Board and November 8, 1996
.................................. Chief Executive Officer
Wayne B. Lyon (principal executive officer)

/s/ RONALD J. HOFFMAN Director, Vice President and November 8, 1996
.................................. Treasurer (principal financial
Ronald J. Hoffman and accounting officer)

/s/ DOUGLAS C. BARNARD Director, Vice President and November 8, 1996
.................................. Secretary
Douglas C. Barnard
</TABLE>

II-17
<PAGE>
SIGNATURES

INTRO EUROPE, INC.

By: /s/ WAYNE B. LYON
..................................
Wayne B. Lyon
Chairman of the Board and
Chief Executive Officer

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ---------------------------------- ---------------------------------- ------------------
<S> <C> <C>

/s/ WAYNE B. LYON Chairman of the Board and November 8, 1996
.................................. Chief Executive Officer
Wayne B. Lyon (principal executive officer)

/s/ RONALD J. HOFFMAN Director, Vice President and November 8, 1996
.................................. Treasurer (principal financial
Ronald J. Hoffman and accounting officer)

/s/ DOUGLAS C. BARNARD Director, Vice President and November 8, 1996
.................................. Secretary
Douglas C. Barnard
</TABLE>

II-18
<PAGE>
SIGNATURES

LA BARGE, INC.

By: /s/ WAYNE B. LYON
..................................
Wayne B. Lyon
Chairman of the Board and
Chief Executive Officer

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ---------------------------------- ---------------------------------- ------------------
<S> <C> <C>

/s/ WAYNE B. LYON Chairman of the Board and November 8, 1996
.................................. Chief Executive Officer
Wayne B. Lyon (principal executive officer)

/s/ RONALD J. HOFFMAN Director, Vice President and November 8, 1996
.................................. Treasurer (principal financial
Ronald J. Hoffman and accounting officer)

/s/ DOUGLAS C. BARNARD Director, Vice President and November 8, 1996
.................................. Secretary
Douglas C. Barnard
</TABLE>

II-19
<PAGE>
SIGNATURES

LIFESTYLE HOLDINGS LTD.

By: /s/ WAYNE B. LYON
..................................
Wayne B. Lyon
Chairman of the Board, President
and Chief Executive Officer

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ---------------------------------- ---------------------------------- ------------------
<S> <C> <C>

/s/ WAYNE B. LYON Chairman of the Board and November 8, 1996
.................................. Chief Executive Officer
Wayne B. Lyon (principal executive officer)

/s/ RONALD J. HOFFMAN Director, Vice President and November 8, 1996
.................................. Treasurer (principal financial
Ronald J. Hoffman and accounting officer)

/s/ DOUGLAS C. BARNARD Director, Vice President, General November 8, 1996
.................................. Counsel and Secretary
Douglas C. Barnard
</TABLE>

II-20
<PAGE>
SIGNATURES

LEXINGTON FURNITURE INDUSTRIES, INC.

By: /s/ WAYNE B. LYON
..................................
Wayne B. Lyon
Chairman of the Board and
Chief Executive Officer

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ---------------------------------- ---------------------------------- ------------------
<S> <C> <C>

/s/ WAYNE B. LYON Chairman of the Board and November 8, 1996
.................................. Chief Executive Officer
Wayne B. Lyon (principal executive officer)

/s/ RONALD J. HOFFMAN Director, Vice President and November 8, 1996
.................................. Treasurer (principal financial
Ronald J. Hoffman and accounting officer)

/s/ DOUGLAS C. BARNARD Director, Vice President and November 8, 1996
.................................. Secretary
Douglas C. Barnard
</TABLE>

II-21
<PAGE>
SIGNATURES

MAITLAND-SMITH, INC.

By: /s/ WAYNE B. LYON
..................................
Wayne B. Lyon
Chairman of the Board and
Chief Executive Officer

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ---------------------------------- ---------------------------------- -------------------
<S> <C> <C>

/s/ WAYNE B. LYON Chairman of the Board and November 8, 1996
.................................. Chief Executive Officer
Wayne B. Lyon (principal executive officer)

/s/ RONALD J. HOFFMAN Director, Vice President and November 8, 1996
.................................. Treasurer (principal financial
Ronald J. Hoffman and accounting officer)

/s/ DOUGLAS C. BARNARD Director, Vice President and November 8, 1996
.................................. Secretary
Douglas C. Barnard
</TABLE>

II-22
<PAGE>
SIGNATURES

MARBRO LAMP COMPANY

By: /s/ WAYNE B. LYON
..................................
Wayne B. Lyon
Chairman of the Board and
Chief Executive Officer

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ---------------------------------- ---------------------------------- ------------------
<S> <C> <C>

/s/ WAYNE B. LYON Chairman of the Board and November 8, 1996
.................................. Chief Executive Officer
Wayne B. Lyon (principal executive officer)

/s/ RONALD J. HOFFMAN Director, Vice President and November 8, 1996
.................................. Treasurer (principal financial
Ronald J. Hoffman and accounting officer)

/s/ DOUGLAS C. BARNARD Director, Vice President and November 8, 1996
.................................. Secretary
Douglas C. Barnard
</TABLE>

II-23
<PAGE>
SIGNATURES

RAMM, SON & CROCKER, INC.

By: /s/ WAYNE B. LYON
..................................
Wayne B. Lyon
Chairman of the Board and
Chief Executive Officer

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ---------------------------------- ---------------------------------- ------------------
<S> <C> <C>

/s/ WAYNE B. LYON Chairman of the Board and November 8, 1996
.................................. Chief Executive Officer
Wayne B. Lyon (principal executive officer)

/s/ RONALD J. HOFFMAN Director, Vice President and November 8, 1996
.................................. Treasurer (principal financial
Ronald J. Hoffman and accounting officer)

/s/ DOUGLAS C. BARNARD Director, Vice President and November 8, 1996
.................................. Secretary
Douglas C. Barnard
</TABLE>

II-24
<PAGE>
SIGNATURES

ROBERT ALLEN FABRICS, INC.

By: /s/ WAYNE B. LYON
..................................
Wayne B. Lyon
Chairman of the Board and
Chief Executive Officer

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ---------------------------------- ---------------------------------- ------------------
<S> <C> <C>

/s/ WAYNE B. LYON Chairman of the Board and November 8, 1996
.................................. Chief Executive Officer
Wayne B. Lyon (principal executive officer)

/s/ RONALD J. HOFFMAN Director, Vice President and November 8, 1996
.................................. Treasurer (principal financial
Ronald J. Hoffman and accounting officer)

/s/ DOUGLAS C. BARNARD Director, Vice President and November 8, 1996
.................................. Secretary
Douglas C. Barnard
</TABLE>

II-25
<PAGE>
SIGNATURES

ROBERT ALLEN FABRICS
OF NEW YORK, INC.

By: /s/ WAYNE B. LYON
..................................
Wayne B. Lyon
Chairman of the Board and
Chief Executive Officer

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ---------------------------------- ---------------------------------- ------------------
<S> <C> <C>

/s/ WAYNE B. LYON Chairman of the Board and November 8, 1996
.................................. Chief Executive Officer
Wayne B. Lyon (principal executive officer)

/s/ RONALD J. HOFFMAN Director, Vice President and November 8, 1996
.................................. Treasurer (principal financial
Ronald J. Hoffman and accounting officer)

/s/ DOUGLAS C. BARNARD Director, Vice President and November 8, 1996
.................................. Secretary
Douglas C. Barnard
</TABLE>

II-26
<PAGE>
SIGNATURES

SUNBURY TEXTILE MILLS, INC.

By: /s/ WAYNE B. LYON
..................................
Wayne B. Lyon
Chairman of the Board and
Chief Executive Officer

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ---------------------------------- ---------------------------------- ------------------
<S> <C> <C>

/s/ WAYNE B. LYON Chairman of the Board and November 8, 1996
.................................. Chief Executive Officer
Wayne B. Lyon (principal executive officer)

/s/ RONALD J. HOFFMAN Director, Vice President and November 8, 1996
.................................. Treasurer (principal financial
Ronald J. Hoffman and accounting officer)

/s/ DOUGLAS C. BARNARD Director, Vice President and November 8, 1996
.................................. Secretary
Douglas C. Barnard
</TABLE>

II-27
<PAGE>
SIGNATURES

UNIVERSAL FURNITURE INDUSTRIES, INC.

By: /s/ WAYNE B. LYON
..................................
Wayne B. Lyon
Chairman of the Board and
Chief Executive Officer

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ---------------------------------- ---------------------------------- ------------------
<S> <C> <C>

/s/ WAYNE B. LYON Chairman of the Board and November 8, 1996
.................................. Chief Executive Officer
Wayne B. Lyon (principal executive officer)

/s/ RONALD J. HOFFMAN Director, Vice President and November 8, 1996
.................................. Treasurer (principal financial
Ronald J. Hoffman and accounting officer)

/s/ DOUGLAS C. BARNARD Director, Vice President and November 8, 1996
.................................. Secretary
Douglas C. Barnard
</TABLE>

II-28
<PAGE>
SIGNATURES

UNIVERSAL FURNITURE LIMITED

By: /s/ WAYNE B. LYON
..................................
Wayne B. Lyon
Chairman of the Board and
Chief Executive Officer

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ---------------------------------- ---------------------------------- ------------------
<S> <C> <C>

/s/ WAYNE B. LYON Chairman of the Board and November 8, 1996
.................................. Chief Executive Officer
Wayne B. Lyon (principal executive officer)

/s/ RONALD J. HOFFMAN Director, Vice President and November 8, 1996
.................................. Treasurer (principal financial
Ronald J. Hoffman and accounting officer)

/s/ DOUGLAS C. BARNARD Director, Vice President and November 8, 1996
.................................. Secretary
Douglas C. Barnard
</TABLE>

II-29

<PAGE>
EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- -------- ----------------------------------------------------------------------------------
<C> <S>

3.1* Certificate of Incorporation of LIFESTYLE FURNISHINGS INTERNATIONAL LTD. (the
"Company")

3.2* Certificate of Incorporation of Ametex Fabrics, Inc.

3.3* Certificate of Incorporation of The Berkline Corporation

3.4* Articles of Incorporation of Blue Mountain Trucking Corporation

3.5* Articles of Incorporation of Custom Truck Tires, Inc.

3.6* Certificate of Incorporation of D-H Retail Space, Inc.

3.7* Certificate of Incorporation of Drexel Heritage Advertising, Inc.

3.8* Certificate of Incorporation of Drexel Heritage Furnishings Inc.

3.9* Articles of Incorporation of Drexel Heritage Home Inspirations, Inc.

3.10* Certificate of Incorporation of Henredon Furniture Industries, Inc.

3.11* Articles of Incorporation of Henredon Transportation Company

3.12* Certificate of Incorporation of Interior Fabric Design, Inc.

3.13* Articles of Incorporation of Intro Europe, Inc.

3.14* Articles of Incorporation of La Barge, Inc.

3.15* Certificate of Incorporation of Lexington Furniture Industries, Inc.

3.16* Certificate of Incorporation of Lifestyle Holdings Ltd.

3.17* Articles of Incorporation of Maitland-Smith, Inc.

3.18* Articles of Incorporation of Marbro Lamp Company

3.19* Certificate of Incorporation of Ramm, Son & Crocker, Inc.

3.20* Certificate of Incorporation of Robert Allen Fabrics, Inc.

3.21* Certificate of Incorporation of Robert Allen Fabrics of N.Y., Inc.

3.22* Certificate of Incorporation of Sunbury Textile Mills, Inc.

3.23* Certificate of Incorporation of Universal Furniture Industries

3.24* Certificate of Incorporation of Universal Furniture Limited

3.25* By-Laws of the Company

3.26* By-Laws of Ametex Fabrics, Inc.

3.27* By-Laws of The Berkline Corporation

3.28* By-Laws of Blue Mountain Trucking Corporation

3.29* By-Laws of Custom Truck Tires, Inc.

3.30* By-Laws of D-H Retail Space, Inc.

3.31* By-Laws of Drexel Heritage Advertising, Inc.

3.32* By-Laws of Drexel Heritage Furnishings Inc.

3.33* By-Laws of Drexel Heritage Home Inspirations, Inc.

3.34* By-Laws of Henredon Furniture Industries, Inc.

3.35* By-Laws of Henredon Transportation Company

3.36* By-Laws of Interior Fabric Design, Inc.

3.37* By-Laws of Intro Europe, Inc.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- -------- ----------------------------------------------------------------------------------
<C> <S>
3.38* By-Laws of La Barge, Inc.

3.39* By-Laws of Lexington Furniture Industries, Inc.

3.40* By-Laws of Lifestyle Holdings Ltd.

3.41* By-Laws of Maitland-Smith, Inc.

3.42* By-Laws of Marbro Lamp Company

3.43* By-Laws of Ramm, Son & Crocker, Inc.

3.44* By-Laws of Robert Allen Fabrics, Inc.

3.45* By-Laws of Robert Allen Fabrics of N.Y., Inc.

3.46* By-Laws of Sunbury Textile Mills, Inc.

3.47* By-Laws of Universal Furniture Industries

3.48* By-Laws of Universal Furniture Limited

4* Indenture between the Company and IBJ Schroder Bank & Trust Company, as Trustee,
dated as of August 5, 1996.

5* Opinion of Morgan, Lewis & Bockius LLP

8+ Opinion of Morgan, Lewis & Bockius LLP regarding tax matters

10.1* Acquisition Agreement between FURNISHINGS INTERNATIONAL INC. and Masco Corporation
dated as of March 29, 1996

10.2* Amendment No. 1 to Acquisition Agreement dated as of June 21, 1996

10.3* Amendment No. 2 to Acquisition Agreement dated as of August 5, 1996

10.6* Pooling Agreement, dated as of August 5, 1996, among LFI Receivables Corporation,
LFI Servicing Corporation and The Chase Manhattan Bank, as Trustee.

10.9* Receivables Sale Agreement, dated as of August 5, 1996, among LFI Receivables
Corporation, the Sellers named therein and the Servicers named therein.

10.12* Management Agreement, dated as of August 5, 1996, by and between FURNISHINGS
INTERNATIONAL INC. and the Company.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- -------- ----------------------------------------------------------------------------------
<C> <S>
10.14* Transition Services Agreement, dated as of August 5, 1996, among FURNISHINGS
INTERNATIONAL INC. and Masco Corporation.

10.15* 12.0% Senior Pay-in-Kind Note of FURNISHINGS INTERNATIONAL INC. dated August 5,
1996.

10.16* Purchase Agreement dated July 31, 1996 between the Company, Chase Securities Inc.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, and the Guarantors named
therein.

12* Statement re: Computation of Ratio of Earnings to Fixed Charges

21* Subsidiaries of the Company

23.1* Consent of Morgan, Lewis & Bockius LLP (included in opinion filed as Exhibits 5)

23.2+ Consent of Morgan, Lewis & Bockius LLP (included in opinion filed as Exhibit 8)

23.3* Consent of Coopers & Lybrand L.L.P.

23.4* Consent of Coopers & Lybrand L.L.P.

24* Powers of Attorney (included on the signature pages to this Registration
Statement)

25* Statement of Eligibility of IBJ Schroder Bank & Trust Company, as Trustee

27+ Financial Data Schedule

99.1* Form of Letter of Transmittal

99.2* Form of Notice of Guaranteed Delivery
</TABLE>

- ------------

<TABLE>
<C> <S>
* Previously filed.

+ Filed herewith.
</TABLE>

<PAGE>
EXHIBIT 8

MORGAN, LEWIS & BOCKIUS LLP
101 PARK AVENUE
NEW YORK, NEW YORK 10178

November 8, 1996

LIFESTYLE FURNISHINGS INTERNATIONAL LTD.
and the Guarantor Subsidiaries
1300 National Highway
Thomasville, North Carolina 27360

Re: Registration Statement on Form S-4

Ladies and Gentlemen:

We have acted as United States counsel to LIFESTYLE FURNISHINGS
INTERNATIONAL LTD. (the "Company") and certain subsidiaries thereof (the
"Guarantor Subsidiaries") in connection with the registration under the United
States Securities Act of 1933, as amended (the "Securities Act"), of up to
$200,000,000 aggregate principal amount of the Company's 10 7/8% Senior
Subordinated Notes due 2006 (the "New Notes") and the exchange (the "Exchange")
of the New Notes for a like principal amount of 10 7/8% Senior Notes due 2006.

We are giving this opinion in connection with the Registration Statement on
Form S-4 (Registration No. 333-11905), and any amendments thereto, relating to
the registration by the Company of the New Notes to be offered in the Exchange,
filed by the Company and the Guarantor Subsidiaries with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Act and the
rules and regulations of the Commission promulgated thereunder.

Capitalized terms used herein and not otherwise defined herein have the
respective meanings ascribed to them in the Registration Statement.

In arriving at the opinion expressed below, we have examined and relied upon
the following documents:

(a) the Registration Statement;

(b) the form of the New Notes;

(d) the Registration Rights Agreement.

We have also read and relied upon originals or copies, certified or
otherwise identified to our satisfaction, of such records of the Company and
such certificates and representations of officers and representatives of the
Company and we have made such investigations of law as we have deemed
appropriate as a basis for the opinion expressed below. In our examination, we
have assumed the authenticity of original documents, the accuracy of copies and
the genuineness of signatures. We understand and assume that (i) each agreement
referred to in clauses (a) through (d) above represents the valid and binding
obligation of the respective parties thereto, enforceable in accordance with its
respective terms, and the entire agreement between the parties with respect to
the subject matter thereof, (ii) the parties to each agreement have complied,
and will comply, with all of their respective covenants, agreements and
undertakings contained therein, and (iii) the
<PAGE>

LIFESTYLE FURNISHINGS INTERNATIONAL LTD.
and the Guarantor Subsidiaries
November 8, 1996
Page 2

transactions provided for by each agreement were and will be carried out in
accordance with their terms.

Our opinion is based upon existing United States federal income tax laws,
regulations, administrative pronouncements and judicial decisions. All such
authorities are subject to change, either prospectively or retroactively. No
assurance can be provided as to the effect of any such change upon our opinion.

The opinion set forth herein has no binding effect on the United States
Internal Revenue Service or the courts of the United States. No assurance can be
given that, if the matter were contested, a court would agree with the opinion
set forth herein.

We have advised the Company in connection with the material United States
federal income tax consequences of the Exchange Offer to U.S. Holders and we
confirm that, in our opinion, the material United States federal income tax
consequences of the Exchange Offer are as set forth in the Registration
Statement under the caption "Certain Federal Income Tax Considerations." While
such description discusses the material anticipated federal income tax
consequences applicable to certain U.S. Holders, it does not purport to discuss
all United States tax consequences and our opinion is limited to those United
States tax consequences specifically discussed therein.

In giving the foregoing opinion, we express no opinion other than as to the
federal income tax law of the United States of America.

We are furnishing this letter in our capacity as United States counsel to
the Company and this letter is solely for the Company's benefit. This letter is
not to be used, circulated, quoted or otherwise referred to for any other
purpose, except as set forth below.

We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and we further consent to the use of our name under the
captions "Legal Matters" and "Certain Federal Income Tax Considerations" in the
Registration Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required to be filed with
the Registration Statement under the provisions of the Securities Act or the
rules and regulations promulgated thereunder.

Very truly yours,
MORGAN, LEWIS & BOCKIUS LLP