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Exhibit 8.2
[LETTER HEAD OF DUANE, MORRIS & HECKSCHER LLP]
December 18, 2000
Washington Homes, Inc.
1802 Brightseat Road
Landover, MD 20785-4235
RE: MERGER OF WASHINGTON HOMES, INC.
WITH AND INTO WHI HOLDING CO., INC.
Ladies and Gentlemen:
You have requested our opinion, as counsel to Washington Homes, Inc., a
Maryland corporation (the "Company"), as to certain United States federal income
tax consequences of the merger (the "Merger") of the Company, with and into WHI
Holding Co., Inc., a Delaware corporation ("Merger Sub") which is a wholly owned
subsidiary of Hovnanian Enterprises, Inc., a Delaware corporation ("Parent"),
pursuant to the terms and provisions of the Agreement and Plan of Merger, dated
as of August 28, 2000, by and among Parent, Merger Sub and the Company (the
"Merger Agreement"). All capitalized terms used but not defined herein shall
have the meaning ascribed to such terms in the Merger Agreement. This opinion is
being delivered as an exhibit to the registration statement on Form S-4 (the
"Registration Statement") filed by the Company with the Securities and Exchange
Commission on December [XX], 2000 containing the Proxy Statement/Prospectus of
Parent and the Company relating to the Merger (the "Proxy
Statement/Prospectus").
In acting as counsel to the Company in connection with the Merger, we have,
in
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Washington Homes, Inc.
December 18, 2000
preparing our opinion, as hereinafter set forth, participated in the preparation
of the Merger Agreement and the preparation and filing with the Securities and
Exchange Commission of the Proxy Statement/Prospectus.
You have requested that we render the opinions set forth below. In
rendering such opinions, we have assumed with your consent that (i) the Merger
will be effected in accordance with the Merger Agreement, (ii) the
representations made by Parent and the Company in letters provided to us and
Simpson Thacher & Bartlett, counsel to the Parent, are true, correct and
complete as of the date hereof and will be at the Effective Time, and (iii) any
representations made in such letters "to the knowledge of" or similarly
qualified are true, correct and complete without such qualification. We have
also assumed that the aggregate value of the shares of Parent Common Stock to be
received by Washington Homes stockholders (as valued on the date the Merger is
consummated) in exchange for Company Common Stock will be equal to or greater
than 45% of the aggregate value of such shares of Parent Common Stock plus the
total amount of cash and other consideration received by the Washington Homes
stockholders (including cash in lieu of fractional shares of Parent Common
Stock) in exchange for Company Common Stock. We have further assumed that the
representations and warranties contained in the Merger Agreement, and statements
as to factual matters contained in the Registration Statement, are true, correct
and complete as of the date hereof and will be at the Effective Time, and that
the parties have complied with and, if applicable, will continue to comply with,
the covenants contained in the Merger Agreement. We have examined the documents
referred to
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Washington Homes, Inc.
December 18, 2000
above and the originals, or copies certified or otherwise identified to our
satisfaction, of such records, documents, certificates or other instruments and
made such other inquiries as in our judgement are necessary or appropriate to
enable us to render the opinions set forth below. We have not, however,
undertaken any independent investigation of any factual matter set forth in any
of the foregoing.
If the Merger is effected on a factual basis different from that
contemplated in the Merger Agreement and the Registration Statement, the
opinions expressed herein may be inapplicable. Our opinions are based on the
Internal Revenue Code of 1986, as amended (the "Code"), Treasury Regulations,
administrative interpretations, and judicial precedents as of the date hereof.
If there is any subsequent change in the applicable law or regulations, or if
there are subsequently any new applicable administrative or judicial
interpretations of the law or regulations, the opinions expressed herein may
become inapplicable.
Subject to the foregoing and to the qualifications and limitations set
forth herein, and assuming that the Merger will be consummated in accordance
with the Merger Agreement (and exhibits thereto), Maryland General Corporation
Law and the Delaware General Corporation Law and as described in the Proxy
Statement/ Prospectus, we are of the opinion that for federal income tax
purposes:
(i) the Merger will be treated for federal income tax purposes as a
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Washington Homes, Inc.
December 18, 2000
reorganization qualifying under the provisions of Section 368(a) of
the Code, and
(ii) each of Parent, Merger Sub and the Company will be a party to the
reorganization within the meaning of Section 368(b) of the Code.
We express our opinions herein only as to those matters specifically set
forth above and no opinion should be inferred as to the tax consequences of the
Merger under any state, local or foreign law, or with respect to other areas of
United States federal taxation. We do not express any opinion herein concerning
any law other than the federal income tax law of the United States.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the use of our name under the
captions "Material United States Federal Income Tax Consequences of the Merger"
and "Legal Matters" in the Proxy Statement/Prospectus.
Very truly yours,
/s/ Duane, Morris & Heckscher LLP
DUANE, MORRIS & HECKSCHER LLP
