Exhibit 8.1
[Letterhead of McCarthy]
August 29, 2000
Maverick Tube Corporation
16401 Swingley, Suite 700
St. Louis, Missouri 63017
Ladies and Gentlemen:
We have acted as Canadian counsel to Maverick Tube Corporation, a
Delaware corporation ("Maverick"), in connection with the preparation and filing
of the Registration Statement on Form S-3 (the "Registration Statement") with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Securities Act"), on July 21, 2000 for the purpose
of registering 16,463,000 shares of Maverick common stock to be issued from time
to time for the exchangeable shares (the "Exchangeable Shares") of Maverick Tube
(Canada) Ltd., an Alberta corporation wholly owned by Maverick. In addition,
Maverick and Prudential Steel Ltd. ("Prudential") have prepared, and we have
reviewed, a Joint Management Information Circular and Proxy Statement (the
"Joint Proxy Statement") which was filed in definitive form on Schedule 14A on
August 11, 2000 and which is attached as an exhibit to the Form 8-K dated August
30, 2000, and is thereby incorporated by reference in the Registration
Statement. The Joint Proxy Statement relates to the proposed combination of the
businesses of Maverick and Prudential upon the terms and conditions set forth in
the Combination Agreement dated as of June 11, 2000 and the exhibits thereto
(the "Combination Agreement") to be implemented by means of an exchange of
Prudential shares (other than shares of holders who perfect their appraisal
rights) for Exchangeable Shares pursuant to a plan of arrangement in
substantially the form set forth as Exhibit A to the Combination Agreement (the
"Plan of Arrangement).
In connection with this opinion, we have examined the Registration
Statement, the Joint Proxy Statement, the Combination Agreement and such other
documents and corporate records as we have deemed necessary or appropriate in
order to enable us to render the opinion below. For purposes of this opinion, we
have assumed (i) the validity and accuracy of the documents and corporate
records that we have examined and the facts and representations concerning the
registration of shares of Maverick common stock that have come to our attention
during our engagement and (ii) that the issuance of shares of Maverick common
stock pursuant to the Registration Statement will be consummated in the manner
described in the Registration Statement.
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In rendering our opinion, we have considered the applicable provisions
of the Income Tax Act (Canada), the regulations thereunder, the Canada-United
States Income Tax Convention, 1980, as amended (the "Tax Treaty") pertinent
judicial authorities, our understanding of the current administrative practices
published by Revenue Canada and such other authorities as we have considered
relevant. It should be noted that statutes, regulations, judicial decisions and
administrative interpretations are subject to change at any time (possibly with
retroactive effect). A change in the authorities or the accuracy or completeness
of any of the information, documents, corporate records, covenants, statements,
representations or assumptions on which our opinion is based could affect our
conclusions. This opinion is expressed as of the date hereof, and we are under
no obligation to supplement or revise our opinion to reflect any changes
(including changes that have retroactive effect) (i) in applicable law or (ii)
in any information, document, corporate record, covenant, statement,
representation or assumption stated herein which becomes untrue or incorrect.
Based upon and subject to the foregoing, the assumptions,
qualifications and limitations set forth in the Registration Statement under the
heading "Information About Tax Considerations - Canadian Federal Income Tax
Considerations" (the "Discussion") and the fact that the Discussion is a summary
and does not purport to discuss all possible Canadian federal income tax
consequences of exchanging Exchangeable Shares, we hereby confirm, as to matters
of Canadian federal income tax law, our opinion contained in the Registration
Statement under the caption "Information About Tax Considerations - Canadian
Federal Income Tax Considerations."
We express no opinion as to the federal, provincial, local, foreign or
other tax consequences, other than as set forth in the Discussion. Further,
there can be no assurances that the opinion expressed herein will be accepted by
the Revenue Canada, Customs, Excise and Taxation (the "Revenue Canada") or, if
challenged, by a court. This opinion is delivered in accordance with the
requirements of Item 601(b)(8) of Regulation S-K under the Securities Act.
This letter is furnished to you solely for use in connection with the
Registration Statement, and is not to be used, circulated, quoted or otherwise
referred to for any other purpose without our express written permission. In
accordance with the requirements of Item 601(b)(23) of Regulation S-K under the
Securities Act, we hereby consent to the filing of this opinion as an exhibit to
the Registration Statement, to the references to our firm name under the
headings "Legal Matters " and "Information About Tax Considerations - Canadian
Federal Income Tax Considerations" in the Registration Statement. In giving such
consent, we do not thereby admit that we are in 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/ McCarthy Tetrault
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