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Exhibit 8.2
[ON LETTERHEAD OF SHEARMAN & STERLING]
October 24, 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 that we confirm 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, constitutes our opinion as
to the material United States federal income tax consequences of the
Arrangement. 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, and assuming the Arrangement is completed in accordance with the
terms and conditions of the Agreement we hereby adopt 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
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legal conclusions, as our opinion as to the material United States federal
income tax consequences of the Arrangement.
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.
In accordance with customary practice relating to opinion letters, our
opinion sets forth our legal conclusions based on the law on the date hereof
through the effective date of the Registration Statement.
Very truly yours,
/s/ Shearman & Sterling
L.E.C.
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