SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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reorganization within the meaning of Section 368(a) of the Code, or both; (ii)
no gain or loss will be recognized by AOL Time Warner, America Online or America
Online Merger Sub as a result of the Merger; (iii) no gain or loss will be
recognized by U.S. Holders of America Online common stock on the exchange of
their America Online common stock for AOL Time Warner common stock; (iv) the
aggregate adjusted basis of the AOL Time Warner capital stock received in the
Merger by a U.S. Holder of America Online common stock will be equal to the
aggregate adjusted basis of the U.S. Holder's America Online common stock
exchanged for that AOL Time Warner common stock; and (v) assuming America Online
common stock is held by a U.S. holder as a capital asset within the meaning of
Section 1221 of the Code, the holding period of the AOL Time Warner common stock
received in the Merger by such U.S. Holder of America Online common stock will
include the holding period of the U.S. Holder's America Online common stock
exchanged for that AOL Time Warner common stock.

          Our opinions are based on current provisions of the Code, Treasury
Regulations promulgated thereunder, published pronouncements of the Internal
Revenue Service and case law, any of which may be changed at any time with
retroactive effect.  Any change in applicable laws or the facts and
circumstances surrounding the Merger, or any inaccuracy in the statements,
facts, assumptions or representations upon which we have relied, may affect the
continuing validity of our opinions as set forth herein.  We assume no
responsibility to inform you of any such change or inaccuracy that may occur or
come to our attention.  Finally, our opinions are limited to the tax matters
specifically covered hereby, and we have not been asked to address, nor have we
addressed, any other tax consequences of the Merger.

          We express our opinion herein only as to those matters specifically
set forth above and no opinion should be inferred as to the tax consequences of
the Merger under any state, local or foreign law, or with respect to other areas
of United States federal taxation.  We are members of the Bar of the State of
New York, and we do not express any opinion herein concerning any law other than
the federal law of the United States.  We hereby consent to the filing of this
opinion as Exhibit 8.1 to the Registration Statement and to the use of our name
under the caption "Material United States Federal Income Tax Consequences of the
Merger."