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PRICEWATERHOUSECOOPERS LLP
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Telephone (202) 414 1000
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Direct fax 202 414 1564
[FORM OF OPINION]
The Board of Directors
Apollo Group, Inc.
4615 E. Elwood Street
Phoenix, Arizona 85040
Exhibit 8.1
July 6, 2000
To the Board of Directors:
We have acted as tax advisors for Apollo Group, Inc. (the "Company") in
connection with the registration of the public offering of up to 5,750,000
shares of University of Phoenix Online common stock. Terms defined in the
prospectus (the "Prospectus") that is part of the Registration Statement on Form
S-3 filed by the Company with the Securities and Exchange Commission on [INSERT]
are used herein as therein defined.
In rendering our opinion, we have assumed that the offering of the University of
Phoenix Online common stock as set forth in the Registration Statement will be
consummated in all material respects in the manner and utilizing the procedures
currently contemplated in the Registration Statement in connection with the
University of Phoenix Online common stock, including without limitation the
procedures regarding the issuance, offer, sale and delivery of any payment with
respect to the University of Phoenix Online common stock, and the exchange of
University of Phoenix Online common stock upon the occurrence of certain events,
as set forth therein, and have assumed that such procedures will not be modified
in any material respect by any applicable supplement.
Our opinion addresses only those holders of University of Phoenix Online common
stock whom hold University of Phoenix Online common stock as a capital asset.
Our opinion does not address all aspects of United States federal income
taxation that may be relevant to a holder of University of Phoenix Online common
stock in light of such holder's particular circumstances. We have assumed that
the holders of University of Phoenix Online common stock are not subject to
special rules, such as those that may be applicable to a holder that is a
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broker-dealer, tax-exempt organization, S corporation or other pass-through
entity, mutual fund, small business investment company, regulated investment
company, insurance company or other financial institution. Moreover, in
rendering this opinion, no ruling has been sought from the Internal Revenue
Service (the "Service") and, in this regard, the Service has announced that it
will not issue advance rulings on the classification of an instrument that has
certain voting and liquidation rights in an issuing corporation but whose
dividend rights are determined by reference to the earnings of a segregated
portion of the issuing corporation's assets, including assets held by a
subsidiary. Our opinion is not binding on the Service. In addition, there are no
court decisions or other authorities bearing directly on the classification of
instruments with characteristics similar to those of the University of Phoenix
Online common stock. It is possible, therefore, that the Service could assert
that the issuance of University of Phoenix Online common stock could result in
taxation to the Company. We are, however, of the opinion that the Service would
not prevail in such an assertion.
Based upon the foregoing, it is our opinion that, for federal income tax
purposes, University of Phoenix Online common stock will be considered common
stock of the Company and, accordingly, neither the holders of University of
Phoenix Online common stock nor the Company will recognize any income, gain or
loss as a result of the issuance of the University of Phoenix Online common
stock. Additionally, under current law, the purchase, ownership, and disposition
of University of Phoenix Online common stock will be treated in the same manner
as the purchase, ownership, and disposition of Apollo Education Group common
stock.
We hereby consent to the reference to PricewaterhouseCoopers LLP under the
caption "Material U.S. Federal Tax Considerations" in the Prospectus and the
Shareholder Proxy filed in connection with the public offering of University of
Phoenix Online common stock.
Very Truly Yours,
[FORM OF OPINION]
PricewaterhouseCoopers LLP
Tax and Legal Services
(2)
