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EXHIBIT 8.2
[Letterhead of Cravath, Swaine & Moore]
November 21, 2000
AXA
21-23, avenue Matignon
75008 Paris
France
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form F-4 (the
"REGISTRATION STATEMENT") of AXA, a French SOCIETE ANONYME A DIRECTOIRE ET
CONSEIL DE SURVEILLANCE, relating to an exchange offer for Shares of Common
Stock of AXA Financial, Inc and the merger transactions undertaken in connection
therewith as described in the Registration Statement (the "EXCHANGE OFFER AND
MERGER").
Our opinion, subject to the limitations and conditions set forth
therein, concerning certain United States federal income tax consequences of the
Exchange Offer and Merger, under currently applicable United States federal
income tax law, is set forth in the discussion under the captions "The Offer and
Merger - U.S. Federal Income Taxation" and "Ownership of AXA Ordinary Shares and
ADRs - Material U.S. Federal Income Tax Considerations for U.S. Shareholders" in
the Registration Statement.
We hereby consent to the filing of this opinion with the U.S.
Securities and Exchange Commission (the "SEC") as an exhibit to the Registration
Statement and the incorporation by reference of this opinion in a Combined
Tender Offer Statement on Schedule TO and Rule 13E-3 Transaction Statement on
Schedule 13E-3 filed with the SEC under cover of Schedule TO, and to the
references to us therein. We also consent to the filing of this opinion as an
exhibit to a registration statement filed by AXA pursuant to Rule 462(b) under
the U.S. Securities Act of 1933. 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.
Very truly yours,
/s/ Cravath, Swaine & Moore
Cravath, Swaine & Moore
