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EXHIBIT 8.1
[WACHTELL, LIPTON, ROSEN & KATZ LETTERHEAD]
December 5, 2000
Security Capital Group Incorporated
125 Lincoln Avenue
Santa Fe, New Mexico 87501
SC Realty Incorporated
125 Lincoln Avenue
Santa Fe, New Mexico 87501
Ladies/Gentlemen:
Reference is made to the Registration Statement on Form S-4, as amended (the
"Registration Statement"), and the Proxy Statement/Prospectus (the "Proxy
Statement/Prospectus") that forms part of the Registration Statement of
Security Capital Group Incorporated, a Maryland corporation ("SCGI"), filed
with the Securities and Exchange Commission in connection with the proposed
purchase by SC Realty Incorporated, a Nevada corporation ("Purchaser"), of all
of the stock of Security Capital Holdings S.A., a Luxembourg corporation
("Holdings") owned by Security Capital U.S. Realty, incorporated in the Grand
Duchy of Luxembourg as a Societe d'Investissement a Capital Fixe ("Seller"),
pursuant to the Transaction Agreement dated as of September 26, 2000, by and
among SCGI, Purchaser, and Seller (the "Transaction Agreement"). As described
in the Registration Statement, after Purchaser purchases the stock of Holdings
from Seller, Seller will liquidate (the "Liquidation") and distribute to its
stockholders the cash (less the portion of the cash used to satisfy certain
obligations of Seller to its creditors) and Class B common stock of SCGI that
constitute the sale proceeds for Holdings. Any capitalized term used and not
defined herein shall have the meaning given to it in the Registration Statement
or the appendices thereto.
For purposes of the opinion set forth below, we have relied, with the
consent of SCGI and Purchaser, upon the accuracy and completeness of the
statements and representations (which statements and representations we have
neither investigated not verified) contained, respectively, in the Officers'
Certificates of Purchaser and SCGI dated the date hereof, and have assumed that
such statements and representations are and will remain complete and accurate
through the date on which the Liquidation is completed and that all
representations made to the knowledge of any person or entity or with similar
qualification are and will be true and correct as if made without such
qualification. We have also relied upon the accuracy of the Registration
Statement.
We have also assumed that: (i) the transactions contemplated by the
Transaction Agreement will be consummated in accordance therewith and as
described in the Joint Proxy Statement--Prospectus (and no transaction or
condition found therein and material to this opinion will be waived by any
party); (ii) the purchase and sale of Holdings and the Liquidation will be
validly consummated in accordance with the applicable law of Luxembourg; and
(iii) the Liquidation will be reported by Purchaser and SCGI on their
respective federal income tax returns in a manner consistent with the opinion
set forth below.
We have participated in the preparation of the discussion set forth in the
section entitled "CERTAIN TAX CONSEQUENCES OF THE TRANSACTION--United States
Federal Income Tax Considerations." In our opinion, such discussion, insofar as
it relates to the federal income tax consequences of the Liquidation to the
U.S. Holders of Seller, is accurate in all material respects.
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We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement, and to the
reference to us in the Proxy Statement/Prospectus under the caption "CERTAIN
TAX CONSEQUENCES OF THE TRANSACTION--United States Federal Income Tax
Considerations." 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.
This opinion relates solely to certain federal income tax consequences of
the Liquidation with respect to certain U.S. Holders of Seller and no opinion
is expressed as to the tax consequences to U.S. Holders under any foreign,
state or local tax law or under any federal tax laws other than those
pertaining to the income tax.
We are furnishing this opinion to you in connection with the Registration
Statement and this opinion is not to be relied upon, circulated, quoted or
otherwise referred to for any other purpose.
Very truly yours,
/s/ Wachtell, Lipton, Rosen & Katz
DME/cg
