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EXHIBIT 8(B)
[LETTERHEAD OF MCMILLAN BINCH]
Draft: January 9, 2001
Seven Seas Petroleum Inc.
5555 San Felipe, Suite 1700
Houston, TX 77056
USA
Ladies and Gentlemen:
We have acted as counsel to Seven Seas Petroleum Inc., a corporation formed
under the laws of the Yukon Territory, Canada ("Seven Seas - Yukon" or the
"Company"), in connection with the proposed continuation of the Company as Seven
Seas Petroleum Inc., a Cayman Islands company ("Seven Seas - Cayman"), pursuant
to a continuation procedure under Yukon Territory and Cayman Islands law (the
"Continuation").
For purposes of the opinion set forth below, we have reviewed and relied
upon (i) the Management Information Circular/Prospectus dated January 29, 2001
relating the Continuation, as filed with the Securities and Exchange Commission
on the date hereof (the "Information Circular"), (ii) a letter from the
President of Seven Seas - Yukon dated on the date hereof as to Seven Seas -
Yukon not having its central mind and management in Canada for the purposes of
the Income Tax Act (Canada) (the "Tax Act") and as to the status of Seven Seas -
Cayman as a "foreign investment entity" as defined in draft amendments to the
Tax Act released by the Minister of Finance (Canada) on June 22, 2000, and (iii)
such other documents, records and instruments as we have deemed necessary or
appropriate as a basis for our opinion. We have assumed without investigation or
verification that all statements contained in the foregoing documents are true,
correct, and complete as of the date hereof and will remain true, correct and
complete as of the consummation of the Continuation.
Any inaccuracy in, or breach of, any of the aforementioned statements and
assumptions and any change in applicable law after the date hereof could
adversely affect our opinion. No ruling has been sought from the Canada Customs
and Revenue Agency or any other tax authority by Seven Seas - Yukon as to the
Canadian federal income tax consequences or the income tax consequences in any
other jurisdiction of any aspect of the Continuation, and no such tax authority
is bound by our opinion herein.
Based upon and subject to the foregoing, the discussion contained under
the heading "Canadian Federal Income Tax Consequences" is, on the date hereof
and subject to the limitations, qualifications and assumptions described therein
and insofar as it addresses matters of Canadian law or legal considerations, a
fair summary in all material respects of the principal Canadian federal income
tax
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consequences, as of the date hereof, of the Continuation to the Company and the
shareholders of the Company to which such discussion applies.
No opinion is expressed as to any matter not specifically addressed above,
including (i) a conclusion as to whether Seven Seas - Yukon will incur a tax
liability as a result of the Continuation, (ii) the consequences of the
Continuation to Seven Seas - Yukon and its shareholders under the tax laws of
any jurisdiction other than Canada, including any province or territory of
Canada, or (iii) the tax consequences of any other transactions contemplated, or
entered into, by Seven Seas - Yukon or its shareholders in connection with the
Continuation.
Our opinion is based on the current provisions of the Tax Act and the
regulations thereunder in effect on the date hereof, all judicial decisions
interpreting such provisions reported before the date hereof, all proposed
amendments to the Tax Act and the regulations thereunder announced or released
by the Minister of Finance (Canada) prior to the date hereof and our
understanding of the current published administrative policies and assessment
practices of the Canada Customs and Revenue Agency. It is possible that changes
could be made to such legislation, regulations, proposed amendments or
administrative practices and assessment policies before the date on the
Information Circular that could affect our opinion and the accuracy of the
summary of principal Canadian federal income tax consequences referred to above.
We do not undertake to inform you of any such changes or of any changes to such
legislation, regulations, proposed amendments or administrative policies or
assessing or of any judicial decisions practices after the date of the
Information Circular that may affect our opinion.
This opinion is solely for your benefit, shall not inure to the benefit of
any other person, including without limitation any successor or assign of Seven
Seas - Yukon, whether by operation of law or otherwise, and is not to be used,
circulated, quoted or otherwise referred to for any purpose without our express
written permission.
We hereby consent to the reference to our firm name in the "Legal Matters"
section of the Information Circular and the filing with the Securities and
Exchange Commission of this opinion as an exhibit to the Registration Statement
which includes the Information Circular.
Very truly yours,
