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EXHIBIT 8.2
[BONN & SCHMITT & STEICHEN LETTERHEAD]
Security Capital Group Incorporated
125 Lincoln Avenue
Santa Fe, New Mexico 87501
SC Realty Incorporated
125 Lincoln Avenue
Santa Fe, New Mexico 87501
Luxembourg, December 5, 2000
Ladies/Gentlemen:
Reference is made to the Registration Statement on Form S-4 (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") from 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 and Class B common stock of SCGI that constitute the sale
proceeds for Holdings, less cash used to satisfy certain obligations of
Holdings to its creditors. 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 (the "Registration Statement") filed with the Securities and Exchange
Commission in connection with the purchase of Holdings and the Joint Proxy
Statement-Prospectus (the "Joint Proxy Statement-Prospectus") included therein.
Any capitalized term used and not defined herein has the meaning given to it in
the Joint Proxy Statement-Prospectus or the appendices thereto (including the
Merger Agreement).
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) and (ii) the Purchase and Sale of Holdings and the Liquidation will be
validly consummated in accordance with the applicable law of Luxembourg.
We have participated in the preparation of the discussion set forth in the
section entitled "CERTAIN TAX CONSEQUENCES OF THE TRANSACTION--Luxembourg Tax
Considerations." In our opinion, such discussion, insofar as it relates to the
Luxembourg tax consequences of the Liquidation to the shareholders 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--Luxembourg 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 the Luxembourg tax aspects of the Liquidation
and no opinion is expressed as to the tax consequences to shareholders under
any foreign (i.e., non-Luxembourg), state or local 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.
With kind regards,
/s/ Alain Steichen
Alain Steichen
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