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EXHIBIT 8.1
[ON THE LETTERHEAD OF LINKLATERS]
21 November 2000
AXA
25, avenue Matignon
75008 Paris
France
AXA
EXCHANGE OFFER FOR SHARES OF COMMON STOCK OF
AXA FINANCIAL, INC. AND SUBSEQUENT MERGER
REGISTRATION STATEMENT FORM F-4
(tax opinion)
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form F-4 including
any amendments or supplements thereto (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 French tax consequences of the Exchange Offer and
Merger, under currently applicable French tax law, is set forth in the
discussion under the caption "Taxation" 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 ("Schedule TO"),
and any and all amendments to the Registration Statement or Schedule TO and to
the references to us therein. We also consent to the filing of this opinion as
an exhibit to any subsequent registration statement filed by AXA pursuant to
Rule 462(b) under the U.S. Securities Act of 1933 relating to 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.
Yours faithfully,
/s/ GILLES ENDREO
Gilles Endreo
Avocat a la Cour
LINKLATERS
