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EXHIBIT 8.2
(212) 848-5370
September 18, 2000
travelbyus.com ltd.
204-3237 King George Highway
South Surrey, British Columbia
V4P 1B7
Ladies and Gentlemen:
We have acted as special U.S. counsel for travelbyus.com ltd., an
Ontario corporation (the "Company"), in connection with the preparation,
execution and delivery of the Arrangement Agreement, dated as of May 3, 2000
(the "Agreement"), among the Company, Aviation Group, Inc., a Texas corporation
("Parent"), and Aviation Group Canada Ltd., an Ontario corporation and a wholly-
owned subsidiary of Parent ("Aviation Subco"), and documents related or
incidental thereto and transactions to be effected thereunder. We also have
assisted in the preparation of the discussion entitled "Federal Income Tax
Considerations Relating to the Arrangement - United States Federal Income Tax
Considerations" in the Proxy Statement/Prospectus (the "Proxy
Statement/Prospectus") which will be included in the Registration Statement on
Form S-4 (the "Registration Statement") filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"). You have requested our opinion that the discussion entitled
"Certain Tax Considerations Relating to the Arrangement - United States Federal
Income Tax Considerations" in the Proxy Statement/Prospectus, insofar as it
relates to statements of law or legal conclusions, is correct in all material
respects. Unless otherwise defined, capitalized terms used herein have the
meanings assigned to them in the Agreement or in the Proxy Statement/Prospectus.
In delivering this opinion, we have reviewed and relied upon facts and
descriptions set forth in the Registration Statement, the Agreement and related
documents pertaining to the Arrangement. Based on the foregoing and the
Internal Revenue Code of 1986, as amended, the Income Tax Regulations issued by
the United States Treasury Department thereunder and administrative rulings of
the Internal Revenue Service and judicial decisions, all as in effect on the
date hereof, we are of the opinion that if the Arrangement is completed in
accordance with the terms and conditions of the Agreement the discussion
entitled "Federal Income Tax Considerations Relating to the Arrangement - United
States Federal Income Tax Considerations" in the Proxy Statement/Prospectus,
insofar as it relates to statements of law or legal conclusions, is correct in
all material respects.
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We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to this firm under the caption "Legal
Matters" 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 Securities Act or the rules and regulations of
the Commission promulgated thereunder.
This opinion has been delivered to you solely for the purpose of being
included as an exhibit to the Registration Statement. It may not be relied upon
for any other purpose or by any other person or entity, and may not be made
available to any other person or entity without our prior written consent. In
accordance with customary practice relating to opinion letters, our opinion
speaks only as of the date hereof and we disclaim any duty to update such
opinion.
Very truly yours,
/s/ Shearman & Sterling
L.E.C.
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