<PAGE>
[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM (ILLINOIS)]
June 27, 2000
Cash Station, Inc.
200 South Wacker
Suite 1000
Chicago, IL 60606
Re: SWCI Acquisition Corp. Merger
-----------------------------
Ladies and Gentlemen:
We have acted as counsel to Cash Station, Inc., a Delaware corporation
("Company"), in connection with the contemplated merger (the "Merger") of SWCI
Acquisition Corp., a Delaware corporation ("Merger Sub") and a direct wholly-
owned subsidiary of Concord EFS, Inc., a Delaware corporation ("Parent"), with
and into Company, with Company surviving as a wholly-owned subsidiary of Parent,
pursuant to the Agreement and Plan of Merger, dated as of April 12, 2000, among
Parent, Merger Sub and Company (the "Merger Agreement"). You have requested our
opinion regarding whether the Merger will be treated for United States federal
income tax purposes as a reorganization within the meaning of Section 368(a) of
the Internal Revenue Code of 1986, as amended (the "Code"). Unless otherwise
defined, capitalized terms used in this opinion have the meanings assigned to
them in the Merger Agreement.
In connection with our opinion, we have reviewed originals or copies,
certified or otherwise identified to our satisfaction, of the Merger Agreement
and such other documents, certificates and records as we have deemed necessary
or appropriate as a basis for the opinion set forth below. We have assumed that
the Merger will be consummated in accordance with the Merger Agreement and such
other documents, certificates and records and that statements as to factual
matters contained in the Registration Statement and the Proxy Statement are
true, correct and complete and will continue to be true, correct and complete
through the Effective
<PAGE>
Cash Station, Inc.
June 27, 2000
Page 2
Time. In rendering our opinion, we have also relied upon statements and
representations of officers and other representatives of Parent, Merger Sub and
Company and have assumed that such statements and representations are true,
correct and complete without regard to any qualifications as to knowledge or
belief and will continue to be true, correct and complete through the Effective
Time without regard to any qualifications as to knowledge or belief.
For purposes of our opinion, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, conformed or photostatic copies and
the authenticity of the originals of such latter documents. We have also
assumed that the Merger will qualify as a statutory merger under the laws of the
State of Delaware.
In rendering our opinion, we have relied on the Code, Treasury
Regulations, judicial authorities, published positions of the Internal Revenue
Service and such other authorities as we have considered relevant, all as in
effect as of the date of this opinion and all of which are subject to differing
interpretations or change at any time (possibly with retroactive effect). A
change in the authorities upon which our opinion is based could affect our
conclusions.
On the basis of and subject to the foregoing, we are of the opinion
that, for United States federal income tax purposes, the Merger will be treated
as a reorganization qualifying under the provisions of Section 368(a) of the
Code, and Parent and Company will each be a party to the reorganization within
the meaning of Section 368(b) of the Code.
Except as set forth above, we express no other opinion. This opinion
is expressed as of the date hereof, and we disclaim any undertaking to advise
you of any subsequent changes of the matters stated or assumed herein or of any
subsequent changes in applicable law.
We are furnishing this opinion in connection with the filing of the
Registration Statement with the SEC, and this opinion is not to be used,
circulated, quoted or otherwise referred to for any other purpose without our
express written permission.
We consent to the filing of this opinion as Exhibit 8.2 to the
Registration Statement and to the reference to our firm name therein. In
giving this consent, we do not admit that we are within the category of persons
whose consent is required
<PAGE>
Cash Station, Inc.
June 27, 2000
Page 3
under Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the SEC promulgated thereunder.
Very truly yours
/s/ Skadden, Arps, Slate, Meagher & Flom
(Illinois)
