Exhibit 8.2
[Letterhead of Gallop, Johnson & Neuman, L.C.]
August 31, 2000
Maverick Tube Corporation
16401 Swingley Ridge Road, Suite 700
St. Louis, Missouri 63017
Ladies and Gentlemen:
We have acted as 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 16,463,302 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. 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.
Subject to the assumptions set forth above, the assumptions and
qualifications set forth in the Registration Statement under the heading
"Information About Tax Considerations - U.S. Federal Income Tax Considerations"
(the "Discussion"), the limitations set forth in the succeeding three paragraphs
and the fact that the Discussion is a summary and does not purport to discuss
all possible United States federal income tax consequences of exchanging
Exchangeable Shares, we hereby confirm, as to matters of U.S. federal income tax
law, our opinion contained in the Registration Statement under the caption
"Information About Tax Consequences--U.S. Federal Income Tax Considerations."
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We express no opinion as to the federal, state, 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
Internal Revenue Service (the "IRS") or, if challenged, by a court. We also note
that the Registration Statement does not relate to a specific exchange of
Exchangeable Shares for shares of Maverick common stock. Accordingly, the
above-referenced description of United States federal income tax considerations
may, under certain circumstances, require modification in the context of an
actual exchange of Exchangeable Shares for shares of Maverick common stock after
the date hereof. This opinion is delivered in accordance with the requirements
of Item 601(b)(8) of Regulation S-K under the Securities Act.
In rendering our opinion, we have considered the applicable provisions
of the Internal Revenue Code of 1986, as amended, Treasury Department
regulations promulgated thereunder, pertinent judicial authorities, interpretive
rulings of the IRS and such other authorities as we have considered relevant
(collectively, the "Authorities"). 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 Authorities or (ii) in any
information, document, corporate record, covenant, statement, representation or
assumption stated herein which becomes untrue or incorrect.
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 and to the references to our firm name under the
headings "Legal Matters" and "Information About Tax Considerations - U.S.
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/ Gallop, Johnson & Neuman, L.C.
Gallop, Johnson & Neuman, L.C.
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