Exhibit 8c
FOLEY & LARDNER
ATTORNEYS AT LAW
CHICAGO POST OFFICE BOX 1497 SACRAMENTO
DENVER MADISON, WISCONSIN 53701-1497 SAN DIEGO
JACKSONVILLE 150 EAST GILMAN STREET SAN FRANCISCO
LOS ANGELES MADISON, WISCONSIN 53703-1495 TALLAHASSEE
MADISON TELEPHONE: (608) 257-5035 TAMPA
MILWAUKEE FACSIMILE: (608) 258-4258 WASHINGTON, D.C.
ORLANDO WEST PALM BEACH
WRITER'S DIRECT LINE
EMAIL ADDRESS CLIENT/MATTER NUMBER
September 14, 2000
Wisconsin Public Service Corporation
700 North Adams Street
Green Bay, WI 53705
Ladies and Gentlemen:
You have requested our opinion as to the federal income tax
consequences of a special cash dividend to holders of the various series of
Wisconsin Public Service Corporation (the "Company") Preferred Stock (the
"Preferred Shareholders"), as more completely described below and in the Joint
Proxy Statement/Prospectus. All capitalized terms not otherwise defined herein
shall have the meanings assigned to such terms in the Joint Proxy
Statement/Prospectus.
A. Statement of Facts
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The Preferred Shareholders of the Company have been requested to
approve two changes to the Restated Articles of Incorporation of the Company
pertaining to the voting rights of Preferred Shareholders in certain
circumstances, as described in the Joint Proxy Statement/Prospectus. If both
changes are approved by the holders of two-thirds or more of the outstanding
shares of the Company's Preferred Stock, each Preferred Shareholder will be paid
a special cash dividend of $1.00 per share of Preferred Stock (the "Dividend")
held at the record date fixed for the Special Meeting.
B. Representations
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The description in the Joint Proxy Statement/Prospectus under "Federal
Income Tax Consequences of Special Cash Dividend" and our opinions as stated
herein are based upon and subject to:
1. The Preferred Shareholder approval process and the Dividend being
effectuated in the manner described in the Joint Proxy Statement/Prospectus.
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FOLEY & LARDNER
Wisconsin Public Service Corporation
September 14, 2000
Page 2
2. The Preferred Shareholder holding shares of Preferred Stock as a
capital asset within the meaning of Section 1221 of the Internal Revenue Code.
C. Opinions
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Based upon the foregoing, and subject to the limitations set forth
below, we are of the opinion that:
1. The Dividend is ordinary dividend income to United States Holders
and Non-United States Holders and must be reported by the Company to the
Internal Revenue Service as such.
2. The Dividend will be subject to back-up withholding at a rate of
31% on the amount due to non-exempt United States Holders for whom back-up
withholding applies with regard to the payment of regular cash dividends.
3. The Dividend paid to Non-United States Holders is subject to
withholding of federal income tax at a rate of 30% unless:
(i) Appropriate documentation that a lower tax treaty rate
applies is provided to the Company;
(ii) The Company is furnished with two originals of Internal
Revenue Service Form 4224 certifying that the Dividend is
effectively connected with the conduct of a trade or
business within the United States.
We note that effectively connected income of a Non-United States
Shareholder is subject to United States Federal income tax at applicable rates
and may be subject to an additional "branch profits tax" at a 30% rate or lower
applicable income tax treaty rate.
4. Preferred Shareholders will not recognize any taxable United States
gain or loss with respect to their Preferred Stock as a result of the
modification of the Restated Articles by the proposed amendments thereto other
than with respect to the receipt of the Dividends, as described above, or if
they exercise dissenters' rights with respect to the Merger.
D. Limitations
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We express no opinion on the following matters:
1. The tax consequences of the Dividend to a Preferred Shareholder in
light of such person's particular circumstances or to a Preferred Shareholder
subject to special rules under the Internal Revenue Code, including certain
financial institutions, tax-exempt organizations, insurance companies, dealers
in securities or currencies, and Preferred
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FOLEY & LARDNER
Wisconsin Public Service Corporation
September 14, 2000
Page 3
Shareholders who are not citizens or residents of the United States (except as
described in opinion three, above).
2. The tax consequences of the Dividend and proposed amendments under
the laws of any state or jurisdiction other than the United States.
We hereby consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the Registration Statement on Form S-4
and to the reference to our firm under the heading, "The Special
Meetings-Wisconsin Public Service Special Meeting of Preferred
Shareholders-Federal Income Tax Consequences of Special Cash Dividend" that
constitutes part of the Registration Statement.
Very truly yours,
/s/ Foley & Lardner
FOLEY & LARDNER
