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EXHIBIT 8.01
June 9, 2000
AT&T Corp.
295 North Maple Avenue
Basking Ridge, NJ 07920
Ladies and Gentlemen:
Reference is made to the planned merger (the "Merger") of B-Group
Merger Corp., a Delaware corporation ("Merger Sub"), which is a wholly-owned
subsidiary of AT&T Corp., a New York corporation ("AT&T"), with and into The
Todd-AO Corporation, a Delaware corporation ("Todd"), pursuant to the Agreement
and Plan of Merger, dated as of December 10, 1999, as amended, among AT&T,
Merger Sub, Liberty Media Corporation, a Delaware corporation ("Liberty"), and
Todd (the "Agreement"). Unless otherwise specified, capitalized terms shall have
the meaning assigned to such terms in the Agreement. References contained in
this letter to the Agreement include, unless the context otherwise requires,
each document attached as an exhibit or annex thereto.
In rendering this opinion, we have examined and are relying upon
(without any independent investigation or review thereof) the truth and accuracy
at all relevant times of the statements, covenants, and representations
contained in (i) the Agreement, (ii) the Proxy Statement/Prospectus dated May 8,
2000 included in the Registration Statement on Form S-4 filed by AT&T with the
Securities and Exchange Commission ("SEC") in connection with the Merger (the
"Proxy Statement") and (iii) the officers' certificates dated as of the date
hereof that were provided to us by AT&T, Merger Sub, Liberty, and Todd and which
are attached hereto as exhibits. In addition, we assume that the Merger will be
consummated strictly in accordance with the Agreement and as described in the
Proxy Statement. Any inaccuracy in any of the aforementioned statements,
representations, and assumptions or breach of any of the aforementioned
covenants could adversely affect our opinion.
On the basis of and subject to the foregoing and subject to the
limitations set forth below, it is our opinion that, under presently applicable
U.S. federal income tax law:
(i) The Merger should be treated for U.S. federal income tax purposes
as a reorganization within the meaning of Section 368(a) of the
Code;
(ii) Each of AT&T and Todd should be a party to the reorganization
within the meaning of Section 368(b) of the Code;
(iii) No gain or loss should be recognized for U.S. federal income tax
purposes by AT&T or any member of its consolidated group as a
result of the Merger and the issuance of shares of Class A
Liberty Group Stock in connection therewith, except to the extent
of any gain or loss that may be recognized
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by Parent or any member of its consolidated group in its capacity
as a shareholder or owner of any other interest in the Company
prior to the Merger; and
(iv) No gain or loss should be recognized for U.S. federal income tax
purposes by the Company as a result of the Merger.
Our opinion is based on our interpretation of the Code, applicable
Treasury regulations, judicial authority, and administrative rulings and
practice, all as of the date hereof. There can be no assurance that future
legislative, judicial or administrative changes or interpretations will not
adversely affect the accuracy of the conclusions set forth herein. We do not
undertake to advise you as to any such future changes or interpretations unless
we are specifically retained to do so. Our opinion will not be binding upon the
Internal Revenue Service (the "Service"), and the Service will not be precluded
from adopting a contrary position. No opinion is expressed as to any matter not
specifically addressed above including, without limitation, the tax consequences
of the Merger under any foreign, state, or local tax law.
This opinion is delivered to you solely in connection with and for
purposes of the transactions contemplated by the Agreement and is not to be
relied upon by any other person, except for Liberty, quoted in whole or in part,
or otherwise referred to (except in a list of closing documents), nor is it to
be provided to any other person, except for Liberty, without our prior written
consent. Notwithstanding the foregoing sentence, we consent to the filing with
the SEC of this letter as an exhibit to a post-effective amendment to the
Registration Statement of which the Proxy Statement is a part and to the
references therein to our firm name. In giving such consent, we do not admit
that we are in the category of persons whose consent is required under Section 7
of the Securities Act of 1933 or the rules of the SEC thereunder.
Sincerely,
/s/ Baker Botts L.L.P.
BAKER BOTTS L.L.P.
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