Exhibit 8a
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
August 28, 2000
WPS Resources Corporation
700 North Adams Street
Green Bay, WI 54305
Ladies and Gentlemen:
You have requested our opinion as to the material federal income tax
consequences of the proposed merger of Wisconsin Fuel and Light Company ("WF&L")
with and into a wholly-owned subsidiary of WPS Resources Corporation ("WPS
Resources"), as more completely described below and in the Joint Proxy
Statement/Prospectus ("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.
WPS Resources is a Wisconsin corporation established as the holding
company for Wisconsin Public Service Corporation ("WPSC") and certain nonutility
subsidiaries. As of July 31, 2000, the outstanding shares of WPS Resources
capital stock consisted of 26,485,592 shares of Common Stock, $1.00 par value
per share. Such shares are widely held and publicly traded.
WPSC is a Wisconsin corporation which serves electric retail customers
and gas retail customers in Northeastern Wisconsin and Upper Michigan.
Additionally, WPSC provides wholesale full or partial requirements electric
service, either directly or indirectly, to 12 municipal utilities, three Rural
Electrification Administration financed electric cooperatives, and a
privately-held utility. As of July 31, 2000, the outstanding shares of WPSC
capital stock consisted of 23,896,962 shares of Common Stock, $4.00 par value
per share, and 511,882 shares of Preferred Stock, $100 par value per share. WPSC
is a wholly-owned subsidiary of WPS Resources.
WF&L Acquisition Corp. ("WF&L Acquisition") is a special purpose
wholly-owned subsidiary of WPS Resources organized to be the surviving
corporation in the merger if
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Foley & Lardner
WPS Resources Corporation
August 28, 2000
Page 2
WPSC cannot itself be the surviving corporation. As of July 31,2000, the
outstanding shares of WF&L Acquisition capital stock consisted of 1,000 shares
of Common Stock, $1.00 par value per share.
WF&L is a Wisconsin corporation which is a regulated utility engaged in
the distribution of natural gas to a diversified base of residential, commercial
and industrial customers primarily in the communities of Manitowoc and Wausau,
Wisconsin. As of July 31, 2000, its outstanding shares consisted of 1,019,620
shares of Common Stock, $10 par value per share, and 20,000 shares of Preferred
Stock, $100 par value per share. Such shares are widely held and publicly
traded.
The Agreement and Plan of Merger between WPS Resources, WPSC, WF&L
Acquisition, and WF&L (the "Merger Agreement") provides for the merger of WF&L
with and into a wholly-owned subsidiary of WPS Resources, either WPSC or WF&L
Acquisition, in accordance with the laws of the State of Wisconsin, with WPSC or
WF&L Acquisition being the surviving corporation. Pursuant to the Merger
Agreement, each outstanding share of WF&L Common Stock will be converted into
the right to receive 1.73 shares of WPS Resources Common Stock (this ratio
subject to adjustment based on the average stock price of WPS Resources Common
Stock in a ten day trading period shortly before the closing of the Merger),
with any fractional share of WPS Resources Common Stock resulting from such
conversion being converted to cash. Each outstanding share of WF&L Preferred
Stock will be converted into the right to receive $103 in cash plus any accrued
and unpaid dividends including a pro-rata portion of the dividend accrued from
the last dividend payment date to the date of the Merger.
B. Representations.
The description in the Joint Proxy Statement/Prospectus with respect to
WPS Resources, WPSC and WF&L Acquisition under the headings "Material Federal
Income Tax Consequences" and our opinion as stated herein are based upon and
subject to:
1. The Merger being effected in the manner described in the Joint Proxy
Statement/Prospectus.
2. The accuracy and completeness of the statements concerning the Merger
set forth in the Joint Proxy Statement/Prospectus.
C. Opinions.
Based upon the foregoing, and subject to the conditions and limitations
set forth below, we are of the opinion that:
1. The Merger will qualify as a reorganization within the meaning of
Section 368(a)(1)(A) of the Code. WPS Resources, either WPSC or WF&L Acquisition
and
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Foley & Lardner
WPS Resources Corporation
August 28, 2000
Page 3
WF&L will each be a party to the reorganization within the meaning of
Section 368(b) of the Code.
2. No gain or loss will be recognized by WPS Resources, WPSC or WF&L
Acquistion pursuant to the Merger.
3. No gain or loss will be recognized by the shareholders of WPS
Resources upon consummation of the Merger and the tax basis and holding period
of their WPS Resources Common Stock will not change.
4. No gain or loss will be recognized by the shareholders of WPSC upon
the consummation of the Merger, and the tax basis and holding period of their
WPSC Common Stock and WPSC Preferred Stock will not change.
5. No gain or loss will be recognized by the shareholders of WF&L
Acquisition upon the consummation of the Merger, and the tax basis and holding
period of their WF&L Acquisition Common Stock will not change.
6. The payment of cash to a holder of WPSC Preferred Stock who asserts
and perfects dissenters' rights under the Wisconsin Business Corporation Law
will be treated as if such stock was redeemed by WPSC. The dissenting
shareholder will recognize gain or loss equal to the difference between (i) the
cash payment (excluding any accrued interest paid), and (ii) the dissenting
shareholder's basis in the WPSC Preferred Stock being surrendered. This gain or
loss will be capital gain or loss provided such stock is held as a capital asset
at the effective time of the redemption. Any accrued interest paid to the
dissenting shareholder as part of the cash payment shall be taxable as ordinary
income.
D. Limitations
We express no opinion on the following matters:
1. The tax treatment of the Merger under other provisions of the Code and
the regulations thereunder;
2. The tax treatment of any conditions existing at the time of, or
effects resulting from, the Merger that are not specifically addressed herein;
or
3. The tax treatment of the Merger under the laws of any state or
commonwealth or any other jurisdiction other than the United States.
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Foley & Lardner
WPS Resources Corporation
August 28, 2000
Page 4
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 "Material Federal Income Tax
Consequences" in the Joint Proxy Statement/Prospectus that constitutes part of
the Registration Statement.
Very truly yours,
/s/ Foley & Lardner
FOLEY & LARDNER
