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Exhibit 8
[Letterhead of Ballard Spahr Andrews & Ingersoll, LLP]
June 20, 2000
Lexington Global Asset Managers, Inc.
Park 80 West
Plaza Two
Saddle Brook, NJ 07663
Re: Federal Income Tax Consequences of
Proposed Merger of Pilgrim Lexington
Acquisition Corp. With and Into
Lexington Global Asset Managers, Inc.
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Ladies and Gentlemen:
We have acted as counsel to Lexington Global Asset Managers, Inc., a
Delaware corporation ("Lexington"), in connection with the transactions
described in the Agreement and Plan of Merger dated as of February 28, 2000, as
amended to the date hereof (the "Merger Agreement") among ReliaStar Financial
Corp., a Delaware corporation ("ReliaStar"), Pilgrim Capital Corporation
(formerly Pilgrim Holdings Corporation), a Delaware corporation, Pilgrim
Lexington Acquisition Corp., a newly-formed Delaware corporation ("Newco"), and
Lexington. Pursuant to the Merger Agreement, Newco shall be merged with and into
Lexington (the "Merger") at the Effective Time (as defined in the Merger
Agreement), with Lexington being the surviving corporation.
ReliaStar has filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), a registration statement on Form S-4 (the "Registration Statement") with
respect to the common stock of ReliaStar ("ReliaStar Common Stock") to be issued
to the Lexington stockholders in the Merger in exchange for their common stock
in Lexington (the "Lexington Common Stock"). In addition, Lexington and
ReliaStar have prepared a Proxy Statement/Prospectus dated June 20, 2000 (the
"Proxy Statement/Prospectus"), which is made a part of the Registration
Statement.
In rendering the opinion set forth below, we have reviewed the Merger
Agreement, and have also reviewed and relied upon the accuracy of the facts
stated in the Proxy Statement/Prospectus (including Exhibits thereto) and such
other materials as we have deemed necessary or appropriate as a basis for our
opinion.
Based upon and subject to the foregoing, and assuming that the Merger
is carried out in the manner described in the Registration Statement, we confirm
to you that the discussion of the material United States federal income tax
consequences under the caption "Federal Income Tax Consequences" (the "Tax
Section") fairly and accurately describes such consequences to Lexington and to
the Lexington stockholders.
Our opinion is subject to the qualifications, assumptions and
limitations set forth herein and in the Tax Section, and no opinion is expressed
regarding matters not referred to herein.
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Lexington Global Asset Managers, Inc.
June 20, 2000
Page 2
This opinion is being furnished to Lexington in connection with its
preparation of the Proxy Statement/Prospectus. It is expressed solely for the
benefit of Lexington and may not be relied upon in any manner or for any purpose
by any other person.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement. In giving this consent, we do not admit that we come
within the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Ballard Spahr Andrews & Ingersoll, LLP
