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EXHIBIT 8.1
[LETTERHEAD OF GIBSON, DUNN & CRUTCHER LLP]
July 14, 2000
Standard Pacific Corp.
15326 Alton Parkway
Irvine, California 92618
Re: Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as counsel to Standard Pacific Corp., a Delaware corporation,
in connection with the preparation and execution of the Agreement and Plan of
Merger (the "Merger Agreement"), dated as of April 14, 2000, by and between
Standard Pacific Corp, ("Parent"), TWC Acquisition Corp., a Delaware
corporation and a wholly-owned subsidiary of Parent ("Sub"), and The Writer
Corporation, a Colorado corporation ("Company"). Pursuant to the Merger
Agreement, Company will merge with and into Sub (the "Merger"). At your
request, we have examined the form of Registration Statement on Form S-4 filed
with the U.S. Securities and Exchange Commission on July 14, 2000 (the
"Registration Statement"), in connection with the registration of the shares of
Parent's common stock to be issued to the shareholders of Company upon
consummation of the Merger.
You have requested that we render the opinion set forth below. In rendering
this opinion, we have reviewed (without any independent investigation) the
Merger Agreement, the Registration Statement and such other documents as we
have deemed necessary or appropriate. We have relied upon the truth and
accuracy at all relevant times of the facts, statements, covenants,
representations and warranties contained in the Merger Agreement and the
Registration Statement. We have assumed the truth and accuracy of certain tax
representations that are to be made by Parent and Company. We have also assumed
the authenticity of original documents submitted to us, the conformity to the
originals of documents submitted to us as copies, and the due and valid
execution and delivery of all such documents where due execution and delivery
are a prerequisite to the effectiveness thereof.
Based upon the foregoing, it is our opinion that:
(A) The Merger will constitute a reorganization within the meaning of
Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"),
and Parent, Sub, and Company, will each be a party to the reorganization within
the meaning of Section 368(b) of the Code.
(B) The discussion in the Registration Statement, under the caption
"Material Federal Income Tax Consequences of the Merger," subject to the
limitations and qualifications described therein and herein, is our opinion
with respect to the material United States federal income tax consequences
generally applicable to the Merger.
This opinion represents our best judgment regarding the application of
federal income tax laws under the Code, existing judicial decisions,
administrative regulations and published rulings and procedures. Our opinion is
not binding upon the Internal Revenue Service or the courts, and there is no
assurance that the Internal Revenue Service will not successfully assert a
contrary position. Furthermore, no assurance can be given that future
legislative, judicial or administrative changes, on either a prospective or
retroactive basis, would not adversely affect the accuracy of the conclusions
stated herein. We undertake no responsibility to advise you of any new
developments in the application or interpretation of the federal income tax
laws. Furthermore, in the event any one of the statements, representations,
warranties or assumptions upon which we have relied to issue this opinion is
incorrect, our opinion might be adversely affected and may not be relied upon.
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Standard Pacific Corp.
July 14, 2000
Page 2
This opinion addresses only the matters described above, and does not
address any other federal, state, local or foreign tax consequences that may
result from the Merger or any other transaction undertaken in connection with
the Merger.
We hereby consent to the use of this opinion as an Exhibit to the
Registration Statement and to the use of our name under the caption "Material
Federal Income Tax Consequences of the Merger" 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 of
1933, as amended, nor do we thereby admit that we are experts with respect to
any part of such Registration Statement within the meaning of the term
"experts" as used in the Securities Act.
Very truly yours,
/s/ Gibson, Dunn & Crutcher LLP
GIBSON, DUNN & CRUTCHER LLP
