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Exhibit 8.1
[Munsch Hardt Kopf & Harr, P.C.]
October 20, 2000
CapRock Communications Corp.
15601 Dallas Parkway, Suite 700
Dallas, TX 75248
Ladies and Gentlemen:
We have acted as counsel to you, CapRock Communications Corp., a Texas
corporation (the "Company"), in connection with the proposed merger (the
"Merger") of Cactus Acquisition Corp., a Delaware corporation ("Merger Sub")
that is a direct wholly-owned subsidiary of McLeodUSA Incorporated, a Delaware
corporation ("McLeodUSA"), with and into the Company pursuant to an Agreement
and Plan of Merger dated as of October 2, 2000 (the "Merger Agreement") by and
among the Company, McLeodUSA, and Merger Sub. This opinion is being furnished
in connection with the Registration Statement on Form S-4 (which contains a
prospectus and proxy statement) (the "Registration Statement") filed on the date
hereof with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended, (the "Securities Act") and in accordance
with the requirements of Item 601(b)(8) of Regulation S-K under the Securities
Act.
In rendering our opinion, we have examined and relied upon the accuracy and
completeness of the facts, information, covenants and representations contained
in originals or copies, certified or otherwise identified to our satisfaction,
of the Merger Agreement and such other documents as we have deemed necessary or
appropriate as a basis for the opinion set forth below. In addition, we have
relied upon certain statements, representations and agreements made by the
Company, McLeodUSA, and Merger Sub, including representations set forth in
certificates from officers of the Company and McLeodUSA in the form of Exhibits
B and C to the Merger Agreement (the "Representation Letters"). Our opinion is
conditioned on, among other things, the initial and continuing accuracy of the
facts, information, covenants and representations set forth in the documents
referred to above and the statements, representations and agreements made by the
Company, McLeodUSA, and others, including those set forth in the Representation
Letters.
In our examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as certified or photostatic copies and the authenticity of the
originals of such documents. We also have assumed that the transactions related
to the Merger or contemplated by the Merger Agreement will be consummated in
accordance with such agreements and that all covenants contained in the Merger
Agreement (including exhibits thereto) and the Representation Letters will be
performed
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CapRock Communications Corp.
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October 20, 2000
without waiver or breach of any material provision thereof. Moreover,
we have assumed that the Merger qualifies as a statutory merger under the laws
of the States of Delaware and Texas.
In rendering our opinion, we have considered the applicable provisions of
the Internal Revenue Code of 1986, as amended (the "Code"), regulations
promulgated thereunder by the U.S. Department of Treasury (the "Regulations"),
pertinent judicial authorities, rulings of the Internal Revenue Service (the
"IRS"), and such other authorities as we have considered relevant, in each case
as in effect on the date hereof. It should be noted that the Code, the
Regulations, judicial decisions, administrative interpretations, and other
authorities are subject to change at any time and, in some circumstances, with
retroactive effect. A material change in any of the materials or authorities
upon which our opinion is based could affect our conclusions stated herein.
Based upon and subject to the foregoing, and subject to the qualifications
set forth herein, it is our opinion that the discussion in the Registration
Statement under the heading "The Merger -- Federal Income Tax Consequences"
constitutes an accurate summary of the matters described therein in all material
respects.
This opinion is being furnished in connection with the Registration
Statement. You may rely upon and refer to the foregoing opinion in the
Registration Statement. Any variation or difference in any fact from those set
forth or assumed either herein or in the Registration Statement may affect the
conclusions stated herein.
In accordance with the requirements of Item 601(b)(23) of Regulation S-K
under the Securities Act, we hereby consent to the use of our name in the
Registration Statement and to the filing of this opinion as an Exhibit to the
Registration Statement. In giving this consent, we do not admit that we come
within the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Commission promulgated
thereunder.
Very truly yours,
/s/ MUNSCH HARDT KOPF & HARR, P.C.
