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EXHIBIT 8.1
June 27, 2000
American General Corporation
2929 Allen Parkway
Houston, Texas 77019-2155
Ladies and Gentlemen:
We have acted as counsel to American General Corporation, a Texas
corporation ("American General"), and American General Capital II, a Delaware
statutory business trust (the "Trust") in connection with the registration
statement under the Securities Act of 1933, as amended, of American General and
the Trust (and other trusts) on Form S-3 (Registration Nos. 333-40583, et.
seq.) filed with the Securities and Exchange Commission (the "Commission") and
declared effective by the Commission on February 10, 1998 (as amended, the
"Registration Statement"). In that connection, reference is made to a
prospectus dated February 10, 1998 (the "Prospectus") constituting a part of
the Registration Statement, relating to, among other things, junior
subordinated debentures of American General, and a prospectus supplement to the
Prospectus dated June 22, 2000 (the "Prospectus Supplement") describing the 8
1/2% Capital Trust Pass-through Securities of the Trust (the "Preferred
Securities") and the 8 1/2% Junior Subordinated Debentures due 2030 of American
General (the "Junior Subordinated Debentures"). Capitalized terms not otherwise
defined herein have the meaning specified in the Prospectus and the Prospectus
Supplement.
We have examined the Prospectus, the Prospectus Supplement, and such
other documents and corporate records as we have deemed necessary or
appropriate for purposes of this opinion, and we have assumed that the Junior
Subordinated Debentures and the Preferred Securities will be issued in full
compliance with the operative documents described in the Prospectus and the
Prospectus Supplement.
Based on the facts and assumptions contained in the Prospectus
Supplement, in our opinion (i) the Trust will be classified for United States
federal income tax purposes as a grantor trust and not as an association
taxable as a corporation, (ii) the Junior Subordinated Debentures will be
classified for United States federal income tax purposes as indebtedness of
American General, and (iii) the statements of legal conclusion set forth under
the heading "Certain United States Federal Income Tax Consequences" in the
Prospectus Supplement reflect our opinions with respect to the
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American General Corporation
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June 27, 2000
material United States federal income tax consequences of the ownership and
disposition of the Preferred Securities.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to this Firm in the section captioned
"Certain United States Federal Income Tax Consequences" in the Prospectus
Supplement. In giving this 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 of 1933, as amended, or the rules and regulations of the
Commission thereunder.
Very truly yours,
VINSON & ELKINS L.L.P.
