As filed with the Securities and Exchange Commission on
December 24, 1996
Registration No. 333-11959
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933 / X /
PRE-EFFECTIVE AMENDMENT NO. / /
POST-EFFECTIVE AMENDMENT NO. 2 / X /
OPPENHEIMER GROWTH FUND
(Exact Name of Registrant as Specified in Charter)
Two World Trade Center, New York, New York, 10048-0203
(Address of Principal Executive Offices)
Andrew J. Donohue, Esq.
Executive Vice President & General Counsel
OppenheimerFunds, Inc.
Two World Trade Center, New York, New York 10048-0203
(212) 323-0256
(Name and Address of Agent for Service)
No filing fee is due because the Registrant has previously
registered an indefinite number of shares under Rule 24f-2; a Rule
24f-2 notice for the year ended August 31, 1996 was filed on
October 30, 1996.
Pursuant to Rule 429, this Registration Statement relates to shares
previously registered by the Registrant on Form N-1A (Reg. No.
2-45272; 811-2306).
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement contains the following pages and
documents:
Front Cover
Contents Page
Cross-Reference Sheet
Part A
Proxy Statement for Jefferson-Pilot Capital Appreciation Fund,
Inc.
and
Prospectus for Oppenheimer Growth Fund
Part B
Statement of Additional Information
Part C
Other Information
Signatures
Exhibits
<PAGE>
FORM N-14
OPPENHEIMER GROWTH FUND
Cross Reference Sheet
Part A of
Form N-14
Item No. Proxy Statement and Prospectus Heading and/or Title of
Document
- ---------
- ---------------------------------------------------------------
1 (a) Cross Reference Sheet
(b) Front Cover Page
(c) *
2 (a) *
(b) Table of Contents
3 (a) Comparative Fee Tables
(b) Synopsis
(c) Principal Risk Factors
4 (a) Synopsis; Approval or Disapproval of the Reorganization;
Comparison between Growth Fund and JP Fund; Miscellaneous
(b) Approval or Disapproval of the Reorganization -
Capitalization Table
5 (a) Registrant's Prospectus; Comparison Between Growth Fund
and JP Fund
(b) *
(c) *
(d) *
(e) Miscellaneous
(f) Miscellaneous
6 (a) Prospectus of Jefferson-Pilot Capital
Appreciation Fund, Inc.; Annual Report of
Jefferson-Pilot Capital Appreciation Fund,
Inc.; Comparison Between Growth Fund and JP
Fund
(b) Miscellaneous
(c) *
(d) *
7 (a) Synopsis; Information Concerning the Meeting
(b) *
(c) Synopsis; Information Concerning the Meeting
8 (a) Proxy Statement
(b) *
9 *
Part B of
Form N-14
Item No. Statement of Additional Information Heading
- --------- -------------------------------------------
10 Cover Page
11 Table of Contents
12 (a) Registrant's Statement of Additional
Information
(b) *
(c) *
13 (a) Statement of Additional Information about
Jefferson-Pilot CapitalAppreciation Fund, Inc.
(b) *
(c) *
14 Registrant's Statement of Additional Information;
Statement of Additional Information about
Jefferson-Pilot Capital Appreciation Fund, Inc.;
Annual Report of Jefferson-Pilot Capital
Appreciation Fund, Inc. at 12/31/95; Semi-Annual
Report of Jefferson-Pilot Capital Appreciation
Fund, Inc. at 6/30/96; Registrant's Annual Report
at 8/31/96
Part C of
Form N-14
Item No. Other Information Heading
- --------- -------------------------
15 Indemnification
16 Exhibits
17 Undertakings
_______________
* Not Applicable or negative answer
<PAGE>
INCORPORAT ION BY REFERENCE
The following documents are hereby incorporated by reference in
this Post-Effective Amendment No. 2 to the Registration Statement
on Form N-14 of the Oppenheimer Growth Fund:
Part A: Proxy Statement for Jefferson-Pilot Capital Appreciation
Fund, Inc. and Prospectus for Oppenheimer Growth Fund -
Incorporated herein by reference to Registration Statement on Form
N-14 of Oppenheimer Growth Fund dated 11/1/96.
- Prospectus of Oppenheimer Growth Fund dated November 1,
1996 - Incorporated herein by reference to Registration Statement
on Form N-14 of Oppenheimer Growth Fund dated 11/1/96.
Part B: Statement of Additional Information dated November 1,
1996 - Incorporated herein by reference to Registration Statement
on Form N-14 of Oppenheimer Growth Fund dated 11/1/96.
<PAGE>
OPPENHEIMER GROWTH FUND
FORM N-14
PART C
OTHER INFORMATION
Item 15. Indemnification
Reference is made to Article IV of Registrant's Declaration of
Trust filed as Exhibit 24(b)(1) to Registrant's Registration
Statement and incorporated herein by reference.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to trustees, officers and
controlling persons of Registrant pursuant to the foregoing
provisions or otherwise, Registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by Registrant of expenses incurred or paid
by a trustee, officer or controlling person of Registrant in the
successful defense of any action, suit or proceeding) is asserted
by such trustee, officer or controlling person, Registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933
and will be governed by the final adjudication of such issue.
Item 16. Exhibits
(1) Amended and Restated Declaration of Trust dated as of October
1,1995: Previously filed with Registrant's Post-Effective Amendment
No. 49, 10/27/95, and incorporated herein by reference.
(2) By-Laws (amended as of 8/6/87): Previously filed with
Registrant's Post-Effective Amendment No. 30, 10/28/88, refiled
with Post-Effective Amendment No. 45 to Registrant's Registration
Statement, 8/22/94 pursuant to Item 102 of Regulation S-T, and
incorporated herein by reference.
(3) Not applicable.
(4) Agreement and Plan of Reorganization: See Exhibit A to Part A
of this Registration Statement
(5) (i)Specimen Share Certificate for Registrant's Class A Shares:
Previously filed with Registrant's Post-Effective Amendment
No. 49, 10/27/95, and incorporated herein by reference.
(ii) Specimen Share Certificate for Registrant's Class B
Shares: Previously filed with Registrant's Post-Effective Amendment
No. 49, 10/27/95, and incorporated herein by reference.
(iii) Specimen Share Certificate for Registrant's Class C
Shares: Previously filed with Registrant's Post-Effective Amendment
No. 49, 10/27/95, and incorporated herein by reference.
(iv) Specimen Share Certificate for Registrant's Class Y
Shares: Previously filed with Registrant's Post-Effective Amendment
No. 49, 10/27/95, and incorporated herein by reference.
(6) Investment Advisory Agreement dated October 22, 1990:
Previously filed with Registrant's Post-Effective Amendment No. 35,
11/1/90, refiled with Post-Effective Amendment No. 45 to
Registrant's Registration Statement, 8/22/94, pursuant to Item 102
of Regulation S-T, and incorporated herein by reference.
(7) (i) General Distributor's Agreement dated December 10,
1992: Previously filed with Post-Effective Amendment No. 41 to
Registrant's Registration Statement, 7/30/93, and incorporated
herein by reference.
(ii) Form of Oppenheimer Funds Distributor, Inc. Dealer
Agreement: Filed with Post-Effective Amendment No. 14 to the
Registration Statement of Oppenheimer Main Street Funds, Inc. (Reg.
No. 33-17850), 9/30/94, and incorporated herein by reference.
(iii) Form of Oppenheimer Funds Distributor, Inc. Broker
Agreement: Filed with Post-Effective Amendment No. 14 to the
Registration Statement of Oppenheimer Main Street Funds, Inc.
(Reg. No. 33-17850), 9/30/94, and incorporated herein by reference.
(iv) Form of Oppenheimer Funds Distributor, Inc. Agency
Agreement: Filed with Post-Effective Amendment No. 14 to the
Registration Statement of Oppenheimer Main Street Funds, Inc.
(Reg. No. 33-17850), 9/30/94, and incorporated herein by reference.
(v) Broker Agreement between Oppenheimer Fund Management,
Inc. and Newbridge Securities dated 10/1/86: Filed with Post-
Effective Amendment No. 25 to Registrant's Registration Statement,
11/1/86, refiled with Post-Effective Amendment No. 45 to
Registrant's Registration Statement, 8/22/94, pursuant to Item 102
of Regulation S-T, and incorporated herein by reference.
(8) Not Applicable.
(9) Custodian Agreement with The Bank of New York dated August 5,
1992: Previously filed with Post-Effective Amendment No. 44 to
Registrant's Registration Statement, 3/31/94, and incorporated
herein by reference.
(10) (i) Class A Service Plan and Agreement dated July 1, 1993:
Previously filed with Post-Effective Amendment No. 41 to
Registrant's Registration Statement, 7/30/93, and incorporated
herein by reference.
(ii) Class B Distribution and Service Plan and Agreement
dated February 10, 1994: Previously filed with Post-Effective
Amendment No. 45 to Registrant's Registration Statement, 8/22/94,
and incorporated herein by reference.
(iii) Class C Distribution and Service Plan: Previously filed
with Registrant's Post-Effective Amendment No. 49, 10/27/95, and
incorporated herein by reference.
(11) Opinion and Consent of Counsel dated 10/4/85: Previously
filed with Post-Effective Amendment No. 30 to Registrant's
Registration Statement, 10/28/88, refiled with Post-Effective
Amendment No. 45 of Registrant's Registration Statement, 8/22/94,
pursuant to Item 102 of Regulation S-T, and incorporated herein by
reference.
(12)Tax Opinion Relating to the Reorganization: Filed herewith.
(13) Not applicable.
(14) (i)Consent of KPMG Peat Marwick LLP: Previously filed with
Registrant's Post-Effective Amendment No. 1 to the Registration
Statement on Form N-14, 11/1/96, and incorporated by reference.
(ii) Consent of McGladrey & Pullen LLP: Previously filed with
Registrant's Post-Effective Amendment No. 1 to the Registration
Statement on Form N-14, 11/1/96, and incorporated by reference.
(15) Not applicable.
(16) Powers of Attorney signed by Registrant's Trustees and
Certified Board Resolutions: Previously filed with Post-Effective
Amendment No. 41 to Registrant's Registration Statement, 7/30/93,
and incorporated herein by reference.
(17)(i) Declaration of Registrant under Rule 24f-2: Previously
filed with Registration Statement of Registrant on Form N-14,
10/13/96, and incorporated herein by reference.
(ii)(a) Financial Data Schedules of Registrant: Previously
filed with Registrant's Post-Effective Amendment No. 1 to the
Registration Statement on Form N-14, 11/1/96, and incorporated
herein by reference.
(b) Financial Data Schedules of Jefferson-Pilot Capital
Appreciation Fund, Inc.: Previously filed with Registration
Statement of Registrant on Form N-14, 10/13/96, and incorporated
herein by reference.<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and/or the
Investment Company Act of 1940, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York and State of New York
on the 20th day of December, 1996.
OPPENHEIMER GROWTH FUND
BY: /s/ Bridget A. Macaskill
Bridget A. Macaskill, President
As required by the Securities Act of 1933, this Registration Statement has been
signed by the following persons in the capacities and on the dates indicated:
Signatures Title Date
_______________ ______ ____________
Chairman of the December 20, 1996
/s/ Leon Levy* Board of Trustees
Leon Levy
Chief Financial December 20, 1996
/s/ George Bowen* and Accounting
George Bowen Officer and Treasurer
Principal Executive December 20, 1996
/s/ Bridget A. Macskill* Officer, President
Bridget A. Macaskill and Trustee
/s/ Robert G. Galli* Trustee December 20, 1996
Robert G. Galli
/s/Benjamin Lipstein* Trustee December 20, 1996
Benjamin Lipstein
/s/ Elizabeth B. Moynihan* Trustee December 20, 1996
Elizabeth B. Moynihan
/s/Kenneth A. Randall* Trustee December 20, 1996
Kenneth A. Randall
/s/ Edward V. Regan* Trustee December 20, 1996
Edward V. Regan
/s/ Russell S. Reynolds, Jr.* Trustee December 20, 1996
Russell S. Reynolds, Jr.
/s/ Donald W. Spiro* Trustee December 20, 1996
Donald W. Spiro
/s/ Pauline Trigere* Trustee December 20, 1996
Pauline Trigere
/s/ Clayton K. Yeutter* Trustee December 20, 1996
Clayton K. Yeutter
*By:/s/ Robert G. Zack
Robert G. Zack, Attorney-in-Fact
<PAGE>
OPPENHEIMER GROWTH FUND
Index to Exhibits
-----------------
Exhibit No. Description
- ----------- -----------
16 (12) Tax Opinion Relating to the Reorganization
merge\jpn270.#4
December 11, 1996
Board of Directors
Jefferson-Pilot Capital Appreciation Fund, Inc.
P.O. Box 21008
Greensboro, NC 27420
Board of Trustees
Oppenheimer Growth Fund
Two World Trade Center, 34th Floor
New York, N.Y. 10048-0203
Directors/Trustees:
This letter responds to your request for our opinion
concerning the federal income tax consequences of the proposed
reorganization transaction by and between Jefferson-Pilot Capital
Appreciation Fund, Inc. ("JP Fund," or the "Fund") and
Oppenheimer Growth Fund (sometimes referred to herein as the
"Oppenheimer Fund").
In rendering our opinion, we have relied solely on the
representations set forth below and on the factual statements,
summarized below, contained in the following documents: (a) the
Agreement and Plan of Reorganization dated as of October 8, 1996
by and among JP Fund, the Oppenheimer Fund, Jefferson-Pilot
Corporation and OppenheimerFunds, Inc. (the "Plan of
Reorganization"); (b) the Acquisition Agreement dated September
24, 1996 by and among Jefferson-Pilot Corporation, JP Investment
Management Company, Jefferson-Pilot Life Insurance Company, and
OppenheimerFunds, Inc., (the "Acquisition Agreement"), and (c)
the Form N-14 Registration Statement of the Oppenheimer Fund.
Summary of Relevant Facts
Each of JP Fund and the Oppenheimer Fund (a) is taxable as a
corporation for federal income tax purposes; (b) qualified for
treatment as a regulated investment company under section 851 for
its most recent taxable year and, subject to completion of the
proposed transactions, intends to so qualify for all subsequent
taxable years; and (c) is registered with the Securities and
Exchange Commission under the Investment Company Act of 1940, as
amended (the "1940 Act"), as an open-end management investment
company. All of the shares of beneficial interest of the
Oppenheimer Fund have the right to vote.
Contemporaneously with a sale of the assets of the Fund's
investment adviser and as set forth in the Plan of
Reorganization, the following transaction (the "Reorganization")
will occur:
(a) immediately prior to the close of business of the
business day preceding the closing date for the
Reorganization (the "Closing Date"), JP Fund will
declare and pay to its shareholders one or more
dividends or distributions so that it will have
distributed all of its ordinary income (as defined in
section 4982(e)(1)) and capital gain net income (as
defined in section 4982(e)(2)), if any, for all periods
on and prior to the Closing Date;
(b) on the Closing Date, JP Fund will transfer
substantially all of its assets to Oppenheimer Fund in
exchange for Class A shares of beneficial interest and
the assumption of certain specified liabilities. The
aggregate number of such shares of beneficial interest
to be issued will be equal to the value of the
transferred assets (computed using the valuation
procedures set forth in the Oppenheimer Fund's then-
current prospectus and statement of additional
information);
(c) the only liabilities of the Fund to be assumed by the
Oppenheimer Fund will be the obligation, if any, of the
Fund to pay the purchase price of portfolio securities
the purchases of which have not settled as of the
Closing Date. The Fund will retain a cash reserve
sufficient to satisfy all of its liabilities not
assumed by Oppenheimer Fund in an amount not to exceed
1 percent of the value of the net assets or 10 percent
of the value of the Fund's gross assets;
(d) on the Closing Date (or as soon thereafter as is
practicable but in any event within one year), the JP
Fund will pay all of its liabilities and thereafter
liquidate; and
(e) also on the Closing Date, the JP Fund will distribute
the Class A shares received by it in the Reorganization
to its shareholders pro rata in proportion to their
respective interests as part of the complete
liquidation of the Fund described in paragraph (d)
above.
The Jefferson-Pilot Life Insurance Company ("JPLIC")
contemplates that, following the Reorganization, it will redeem
the Oppenheimer Fund shares received by it in the Reorganization
that are attributable to its "seed money" investment in the Fund.
The exchange transaction between the Fund and the
Oppenheimer Fund together with the liquidation of the Fund will
be effected by the Oppenheimer Fund crediting to each shareholder
of JP Fund on the Oppenheimer Fund's share records the
appropriate number of Class A shares of beneficial interest,
whereupon the shareholder's shares of Fund stock will be
canceled. No share certificates for such Class A shares will be
issued to the shareholders of the Fund unless a special request
is made therefor. (To the extent necessary, fractional shares of
the Oppenheimer Fund will be issued in the Reorganization as an
entry on the books of the Oppenheimer Fund.) After the Closing
Date, however, it will be necessary for former Fund shareholders
to surrender their Fund share certificates in order to redeem,
transfer, or pledge the Oppenheimer Fund shares constructively
received by them in the Reorganization.
Representations
Our opinion is conditioned upon the accuracy of the
following representations as of the Closing Date. (Authorized
representatives of the Fund and the Oppenheimer Fund will
represent to us that these representations, as well as the facts
described elsewhere in this opinion, as applicable to such party,
are true and correct.)
(a) The fair market value of the shares of beneficial
interest of the Oppenheimer Fund to be received by each
shareholder of JP Fund in the liquidation of the Fund
will be equal to the fair market value of the stock of
JP Fund surrendered in exchange therefor.
(b) There is no plan or intention by the shareholders of
the Fund who own 5 percent or more of the stock of the
Fund and, to the best of the knowledge of the
management of the Fund, there is no plan or intention
on the part of the remaining shareholders of such Fund
to sell, exchange, or otherwise dispose of a number of
shares of beneficial interest of the Oppenheimer Fund
to be received in the Reorganization that would reduce
the Fund shareholders' ownership of such shares of
beneficial interest to a number of shares having a
value, as of the Closing Date, of less than 50 percent
of the value of all the formerly outstanding stock of
such Fund as of the same date. For purposes of this
representation, shares of stock of JP Fund or shares of
beneficial interest of Oppenheimer Fund held by
shareholders of the Fund otherwise sold, redeemed, or
disposed of in connection with the Reorganization will
be taken into account, except for shares that are
required to be redeemed in the ordinary course of the
Fund's or Oppenheimer Fund's business as open-end
management investment companies under the 1940 Act (but
taking into account any such redemption by a 5 percent
shareholder and by JPLIC).
(c) There will be no Fund shareholders entitled to
appraisal rights as a result of the Reorganization, no
cash will be paid to the shareholders of JP Fund in
lieu of fractional shares of stock, and no cash or
property other than stock will be received by or
distributed to the shareholders of JP Fund in the
transaction, except for the release of any cash
reserve, as described above.
(d) The Oppenheimer Fund will acquire at least 90 percent
of the fair market value of the net assets and at least
70 percent of the fair market value of the gross assets
held by JP Fund immediately prior to the
Reorganization. For purposes of this representation,
amounts paid by JP Fund to effect all dividends,
distributions, or redemptions (except for dividends,
distributions, and redemptions occurring in the
ordinary course of its business as an open-end
management investment company) immediately preceding,
at the time of, or following the Reorganization,
including any amounts paid to JPLIC, will be included
as assets of the Fund held immediately prior to the
Reorganization.
(e) Except for redemptions in the ordinary course of its
business, the Oppenheimer Fund has no plan or intention
to reacquire any of its stock issued in the
Reorganization.
(f) At the time of the Reorganization, the Oppenheimer Fund
will have no plan or intention to sell or otherwise
dispose of more than 10 percent of the assets of JP
Fund to be acquired in the Reorganization except for
dispositions to be made in the ordinary course of
business but including any dispositions to fund a
redemption by JPLIC.
(g) The Oppenheimer Fund will assume only the Fund's
liability, if any, for the purchase price of portfolio
securities purchased which have not been settled; any
such liabilities were incurred by JP Fund in the
ordinary course of its business and are associated with
the assets to be transferred.
(h) Following the Reorganization, the Oppenheimer Fund will
use a significant portion of the assets of JP Fund in a
business.
(i) The Oppenheimer Fund, the JP Fund and the shareholders
of the JP Fund will pay their respective transaction
expenses, except for expenses which are solely and
directly related to the Reorganization which will be
paid by their respective investment advisers.
(j) There is no intercorporate indebtedness between the
Oppenheimer Fund and the JP Fund that was issued,
acquired, or will be settled at a discount.
(k) The Oppenheimer Fund does not own, directly or
indirectly, nor has it owned during the past five
years, any stock of JP Fund.
(l) The fair market value of the assets of JP Fund to be
transferred in the transaction to the Oppenheimer Fund
will exceed the sum of the liabilities to be assumed by
the Oppenheimer Fund.
(m) JP Fund is not under the jurisdiction of a court in a
title 11 or similar case within the meaning of section
368(a)(3)(A) of the Code.
(n) Other than as may result from redemption of Fund shares
in the ordinary course of its business, there will not
be a significant change in the ownership of the Fund
prior to the Reorganization.
(o) The Oppenheimer Fund and the JP Fund have, for all of
their taxable periods, elected to be taxed as regulated
investment companies ("RICs") as defined in section
851, and after the transaction, Oppenheimer Fund
intends to continue to elect to be taxed as a RIC.
(p) The Oppenheimer Fund and the JP Fund meet the
requirements of section 368(a)(2)(F) (ii).
Opinion
Based on our analysis of the Internal Revenue Code of 1986,
as amended, the Income Tax Regulations, case law, published and
private rulings of the Internal Revenue Service, and other
relevant legal authority, and in view of facts summarized above
and the representations set forth above, it is our opinion that
the following federal income tax consequences will result from
the Reorganization:
1. The Reorganization will constitute a "reorganization"
within the meaning of section 368(a)(1)(C), and the
Fund and the Oppenheimer Fund will be a "party to a
reorganization" within the meaning of section 368(b).
2. No gain or loss will be recognized by the Fund on the
transfer of its assets to the Oppenheimer Fund in
exchange solely for the Class A shares and the
Oppenheimer Fund's assumption of certain Fund
liabilities (if any) and the subsequent distribution by
the Fund of those shares to the shareholders of the
Fund. Section 361.
3. No gain or loss will be recognized by the Oppenheimer
Fund on receipt of the assets transferred to it by the
Fund in exchange for the Class A shares of Oppenheimer
Fund and the assumption of certain of such Fund's
liabilities, if any. Section 1032.
4. The Oppenheimer Fund's basis in the assets received
from the Fund will be the same as the Fund's tax basis
for the assets immediately before the Reorganization.
Section 362(b).
5. The Oppenheimer Fund's holding period for the
transferred assets will include the Fund's holding
period therefor. Section 1223(2).
6. No gain or loss will be recognized by the shareholders
of the Fund on the exchange of their Fund shares solely
for Class A shares of the Oppenheimer Fund. Section
354.
7. The basis of the Class A shares of Oppenheimer Fund to
be received by a Fund shareholder in the Reorganization
will be the same as the adjusted basis of that
shareholder's Fund shares surrendered in exchange
therefor. Section 358.
8. The holding period of the Oppenheimer Fund Class A
shares received by a Fund shareholder will include the
shareholder's holding period for the Fund shares
surrendered in exchange therefor, provided such Fund
shares were held as capital assets on the Closing Date.
Section 1223(1).
9. The Oppenheimer Fund will succeed to and take into
account the items of the Fund described in section
381(c), including any earnings and profits, or deficit
therein, of the Fund as of the date of the Closing
Date, subject to the conditions and limitations
specified in sections 381, 382, 383, and 384.
* * *
We are furnishing this opinion letter solely for the benefit
of Jefferson-Pilot Capital Appreciation Fund, Inc., and
Oppenheimer Growth Fund, and their respective boards of
directors, trustees and shareholders, and this letter is not to
be used, circulated, or quoted for any other purpose without our
written consent. Our opinion reflects our interpretation of the
provisions of the Internal Revenue Code of 1986, as amended, as
in effect as of the date hereof. Our opinion is limited to the
federal income tax consequences of the Reorganization; and we
express no opinion regarding any state, local, foreign or other
tax or nontax consequences. Absent your written request, we will
revise or update this letter to reflect subsequent changes in law
only through the Closing Date.
Sincerely yours,
SUTHERLAND, ASBILL & BRENNAN, L.L.P.
By: /s/ James L. Dahlberg
James L. Dahlberg
By: /s/ Lori E. Harwell
Lori E. Harwell
