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Exhibit 8.1
July 12, 2000
TNP Enterprises, Inc.
4100 International Plaza
PO Box 2943
Fort Worth, TX 76109
Re: Offer to Exchange up to US$275,000,000 Aggregate Principal Amount of
10.25% Senior Subordinated Notes due 2010
Ladies and Gentlemen:
We are acting as your special tax counsel in connection with the filing by TNP
Enterprises, Inc. (the "Company") of a registration statement on Form S-4 (the
"Registration Statement") with the Securities and Exchange Commission (the
"Commission") for the purpose of registering the issuance of up to
US$275,000,000 aggregate principal amount of 10.25% Senior Notes due 2010,
Series B under the Securities Act of 1933, as amended.
We have examined and are familiar with originals or copies, certified or
otherwise identified to our satisfaction, of such documents as we have deemed
necessary or appropriate as a basis for the opinion set forth below.
In our examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as certified or photostatic copies and the authenticity of the
originals of such copies. As to any facts material to this opinion that we did
not independently establish or verify, we have relied upon statements and
representations of officers and other representatives of the Company.
We express no opinion as to any laws other than the federal income tax laws of
the United States of America as in effect on the date hereof and we undertake no
obligation to update you if the law changes after such date.
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Subject to the assumptions, qualifications and limitations herein and in the
Registration Statement under the heading "Tax Considerations", in our opinion:
1. an exchange of old notes for registered notes pursuant to the exchange
offer will not be treated as an exchange or other taxable event for United
States federal income tax purposes;
2. a holder who exchanges old notes for registered notes pursuant to the
exchange offer will have the same adjusted tax basis and holding period in
the registered notes as it had in the old notes immediately before the
exchange;
3. subject to the limitations and qualifications stated therein, statements
in the prospectus contained in the Registration Statement with respect to
United States taxation under the heading "Federal Income Tax
Considerations," to the extent they constitute matters of law or legal
conclusions, are the material tax consequences of the exchange of old
notes for registered notes pursuant to the exchange offer, and we hereby
confirm the opinions stated therein.
We hereby consent to the filing of this opinion as Exhibit 8.1 to the
Registration Statement and to the use of our name under the captions "Federal
Income Tax Considerations" and "Legal Matters" in the prospectus that is
included in the Registration Statement.
Very truly yours,
MILBANK, TWEED, HADLEY & McCLOY LLP
BK/RH
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