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Exhibit 8
[Letterhead of Shearman & Sterling]
November 2, 2000
To the Board of Directors of
Corning Incorporated
ZERO COUPON CONVERTIBLE DEBENTURES DUE NOVEMBER 8, 2015
Ladies and Gentlemen:
We are acting as special federal tax counsel for Corning Incorporated
(the "Company") in connection with the preparation and filing with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Act"), of a Prospectus Supplement dated November 2,
2000 (the "Prospectus Supplement") to a Prospectus, contained in the Company's
Registration Statements on Form S-3 (File Nos. 333-44328, 333-44328-1 and
333-48168) (the "Registration Statements"). The Prospectus Supplement relates to
the offering by the Company of Zero Coupon Convertible Debentures due November
8, 2015 (the "Debentures") in an aggregate principal amount at maturity of
$2,712,546,000.
In connection with rendering our opinion, we have participated in the
preparation of the Prospectus Supplement and have reviewed the Indenture and
First Supplemental Indenture for the Debentures with the Company as Issuer and
The Chase Manhattan Bank, as Trustee, each to be dated November 8, 2000
(including the form of Debentures attached thereto as exhibits). Based upon the
foregoing and after consideration of applicable current law, we are of the
opinion that (i) the Debentures will be treated as indebtedness of the Company
for United States federal income tax purposes and (ii) subject to the
limitations set forth therein, the discussion under the caption "United States
Federal Income Tax Consequences" in the Prospectus Supplement accurately
describes the material United States federal income tax consequences of the
purchase, ownership and disposition of the Debentures. The foregoing opinion is
based upon the Internal Revenue Code of 1986, as amended, Treasury Regulations
(including proposed Regulations and temporary Regulations) promulgated
thereunder, rulings, official pronouncements and judicial decisions, all as in
effect on the date hereof and all of which are subject to change, possibly with
retroactive effect, or to different interpretations.
We hereby consent to the use of this opinion as an Exhibit to this
Current Report on Form 8-K, which will be incorporated by reference in the
Registration Statements and to the use of our name in the fifth paragraph under
the caption "United States Federal Income Tax Consequences" in the Prospectus
Supplement.
Very truly yours,
/s/ Shearman & Sterling
LMB/AFS
