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EXHIBIT 8.3
[ARTHUR ANDERSEN LETTERHEAD]
Security Capital Group Incorporated
125 Lincoln Avenue
Santa Fe, New Mexico 87501
USA
SC Realty Incorporated
125 Lincoln Avenue
Santa Fe, New Mexico 87501
USA
October 12, 2000
Extension: 99 63 67 (tel.), 99 61 48 (fax)
[email protected]
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.
We have 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--German Tax
Considerations." In our opinion, such discussion, insofar as it relates to the
German tax consequences of the Liquidation to the German 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--German 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 German tax aspects of the Liquidation and
the holding and disposition of any SCGI shares received in the Liquidation with
respect to certain German Holders of Seller and no opinion is expressed as to
the tax consequences to German Holders under any foreign (i.e., non-German),
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.
Very truly yours,
Arthur Andersen
Wirtschaftsprufungsgesellschaft
Steuerberatungsgesellschaft mbH
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/s/ Dr. Stefan Kohler /s/ Thomas Schmelzer
Dr. Stefan Kohler ppa. Thomas Schmelzer
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