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Exhibit 8.1
July 25, 2000
General Electric Company
3135 Easton Turnpike
Fairfield, CT 06431
Re: General Electric Company
REGISTRATION STATEMENT ON FORM S-4
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Ladies and Gentlemen:
We are acting as special tax counsel to General Electric Company, a
Delaware corporation ("GE"), in connection with the exchange offer (the "Offer")
by GE, through its wholly owned subsidiary, Four Points Acquisition, Inc., a
Missouri corporation ("Acquisition"), for shares of common stock of Harmon
Industries, Inc., a Missouri corporation (the "Company"), and the proposed
merger (the "Merger") of Acquisition with and into the Company pursuant to the
Agreement and Plan of Merger dated as of July 16, 2000, among GE, Acquisition,
and the Company (the "Agreement"). You have requested our opinion regarding the
accuracy of the discussion set forth under the heading "Certain Federal Income
Tax Consequences" in the Prospectus (the "Prospectus"), which is included in the
Registration Statement on Form S-4 (the "Registration Statement"), filed on July
25, 2000 with the Securities and Exchange Commission (the "Commission") in
connection with the Offer. Except
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as otherwise indicated, all capitalized terms used in this opinion letter have
the same meaning as in the Agreement.
In rendering the opinion expressed in this letter, we have examined
the Agreement, the Registration Statement (including the Prospectus and exhibits
thereto), the Officer's Certificates of GE and the Company, each dated as of the
date hereof, which have been delivered to us for purposes of this opinion, and
such other documents as we have deemed necessary or advisable. In our
examination of such documents and in our reliance upon them and in issuing this
opinion, we have assumed, with your consent, that (i) all documents submitted to
us are authentic originals or, if submitted as photocopies or telecopies, that
they faithfully reproduce the originals thereof; (ii) all such documents
submitted to us have been or will be duly executed and validly signed (and
filed, where applicable) to the extent required in the same form as they have
been provided to us; (iii) each executed document will constitute a legal,
valid, binding, and enforceable agreement; (iv) all representations and
statements set forth in such documents, which we have not attempted to verify
independently, are and will remain true, accurate, and complete; (v) any
representation or other statement in the Officer's Certificates or the other
documents referred to herein made "to the best of the knowledge and belief" or
similarly qualified is correct without such qualification; (vi) no actions have
been (or will be) taken which are inconsistent with any representation or other
statement in the Officer's Certificates; (vii) the Offer and the Merger and all
related transactions will be carried out in accordance with the terms and
conditions of such documents without the waiver or modification of any such
terms or conditions; and (viii) all obligations imposed on, or covenants agreed
to by, the parties pursuant to such documents have been or will be performed or
satisfied in accordance with their terms. We also have assumed that the Merger
will qualify as a statutory merger under applicable Missouri law and that you
have disclosed to us all of the documents that are relevant to the transactions
that are the subject of this opinion. Furthermore, we have assumed that the
total number of Shares actually delivered pursuant to the (1) the Earn-Out
Payment pursuant to Section 2.2(c) of the Asset Purchase Agreement dated March
18, 1999 by and among Coronado Investments, Inc., DJR Inc., David W. Harig,
Jeffery Harig, Richard Harig, and Nancy Harig and (2) the Rights of Option and
Pre-Emption provisions contained in Article 10 of the Share Purchase Agreement
dated
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April 29, 1999 by and among Harmon Industries, Inc., Mr. Pier, Luigi Siliani,
Mr. Maurizio Siliani, Mr. Claudio Siliani, Multi Royalties Avgift Ltd. and INSIL
S.r.l. will not exceed twenty percent of the total outstanding Shares at the
time such additional Shares are delivered.
Based upon and subject to the foregoing, it is our opinion that,
although the discussion set forth under the heading "Certain Federal Income Tax
Consequences" in the Prospectus does not discuss all possible United States
federal income tax consequences of the Offer and the Merger to Company
shareholders who surrender shares of Company common stock pursuant to the Offer
and the Merger, such discussion constitutes, in all material respects, a fair
and accurate summary of the United States federal income tax consequences of the
Offer and the Merger that are likely to be material to such shareholders who
hold shares of Company common stock as capital assets and who are not subject to
special rules under the Internal Revenue Code of 1986, as amended, or do not
otherwise have special individual circumstances.
As stated in the discussion, the qualification of the Offer and the
Merger as a reorganization within the meaning of Section 368(a) of the Internal
Revenue Code of 1986, as amended, is based on, among other things, the
satisfaction of the factual assumptions that (i) the Offer and the Merger will
be completed under the current terms of the Agreement, (ii) the minimum tender
condition for the Offer set forth in Section 1.1(b) of the Agreement will be
satisfied, and (iii) the Merger will be completed promptly after the Offer. The
ability to satisfy such factual assumptions, and therefore the United States
federal income tax consequences of the Offer and the Merger, depend in part on
facts that will not be available before the completion of the Merger.
Our opinion is expressed as of the date hereof and is based upon
existing statutory, regulatory, administrative, and judicial authority and
guidance in effect as of the date hereof, any of which may be changed at any
time, possibly with retroactive effect. A change in any of the authorities or
guidance upon which our opinion is based could affect our conclusions. In
addition, our opinion is based solely on the documents that we have examined,
the additional information that we have obtained, and the statements,
assumptions, and representations referred to herein that we have assumed with
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your consent to be true, accurate, and complete on the date hereof and at the
consummation of the Offer and at the time the Merger becomes effective. Our
opinion cannot be relied upon if any of the material facts contained in such
documents or such additional information, statements, assumptions or
representations referred to herein is, or later becomes, inaccurate. We disclaim
any undertaking to advise you of any subsequent change in the facts stated,
referenced, or assumed herein or any subsequent change in the authorities or
guidance upon which our opinion is based. Our opinion represents our legal
judgment and has no official status of any kind. Accordingly, we cannot assure
you that the Internal Revenue Service or a court having jurisdiction over the
issue will agree with our opinion.
Finally, our opinion is limited to the tax matters specifically
addressed herein, and no other opinions should be inferred beyond the matters
expressly stated. We have not been asked to address, nor have we addressed, any
other tax consequences of the Offer or the Merger, including, but not limited
to, any other federal, state, local, foreign, transfer, sales, or use tax
consequences, or any tax consequences of any other transactions or events
contemplated by or referred to in the Agreement or the Registration Statement.
We hereby consent to the filing of this letter with the Commission
as an exhibit to the Registration Statement, and we consent to the reference to
us under the heading "Material Federal Income Tax Consequences" in the
Prospectus. In giving our consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations of the Commission
thereunder. Except as set forth above, this opinion is not to be used,
circulated, quoted, or otherwise referred to for any purpose without our prior
written consent.
Very truly yours,
Cahill Gordon & Reindel
