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EXHIBIT 8.1
[PAUL, HASTINGS, JANOFSKY & WALKER, LLP LETTERHEAD]
June 5, 2000
SFX Entertainment, Inc.
650 Madison Avenue
New York, New York 10022
Ladies and Gentlemen:
We have acted as special tax counsel to SFX Entertainment, Inc., a Delaware
corporation ("SFX") in connection with the proposed merger (the "Merger") of SFX
with CCU II Merger Sub, Inc., a Delaware corporation ("Merger Sub"), a wholly
owned subsidiary of Clear Channel Communications, Inc. ("Parent"), pursuant to
the terms and conditions set forth in the Agreement and Plan of Merger dated as
of February 28, 2000, as amended June 5, 2000 (the "Agreement") among Parent,
Merger Sub and SFX. At your request, in connection with the filing of the
Registration Statement on Form S-4 filed with the Securities and Exchange
Commission, as amended through the date hereof, in connection with the Merger
(the "Registration Statement"), we are rendering our opinion with regard to
certain United States federal income tax consequences of the Merger. All
capitalized terms used but not defined herein shall have the same meanings as in
the Agreement.
In arriving at the opinion expressed below, we have examined and relied
upon originals, or copies certified or otherwise identified to our satisfaction,
of:
(i) the Agreement;
(ii) the Registration Statement and the Joint Proxy
Statement-Prospectus included therein filed with the Securities and
Exchange Commission by SFX and Parent on June 5, 2000 in connection with
the Merger; and
(iii) certificates and representations of officers and representatives
of SFX, Parent and Merger Sub and such other persons as we have deemed
appropriate.
Without limiting the generality of the foregoing in arriving at the
opinions expressed below, we have examined and relied, without independent
verification of the statements contained therein, on (i) a letter from Parent
and Merger Sub regarding certain tax matters, (ii) a letter from SFX regarding
certain tax matters; and (iii) representations and warranties made by SFX,
Parent and Merger Sub in the Agreement, and we have assumed the accuracy of the
representations and statements made in each of the foregoing.
In arriving at the opinion expressed below, we have assumed, without making
any independent investigation, that all such documents are genuine, and that all
such documents have been, or in the case of drafts, will be, duly authorized,
executed and delivered. We have further assumed that the transactions will be
consummated and the parties will act in accordance with these documents.
Based on and subject to the foregoing, we confirm that the discussion
contained in the Registration Statement under the caption "THE MERGER -- Certain
U.S. Federal Tax Consequences," is our opinion of the material U.S. federal
income tax consequences of the Merger to the SFX Class A stockholders.
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We hereby consent to the use of our name and the making of certain
statements set forth in the Registration Statement in our capacity as tax
advisers to SFX. In giving this consent, we do not hereby 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
Securities and Exchange Commission thereunder.
/s/ PAUL, HASTINGS, JANOFSKY & WALKER LLP
PAUL, HASTINGS, JANOFSKY & WALKER LLP
