SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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the aggregate adjusted basis of the AOL Time Warner capital stock received in
the Merger by a U.S. Holder of Time Warner capital stock will be equal to the
aggregate adjusted basis of the U.S. Holder's Time Warner capital stock
exchanged for that AOL Time Warner capital stock (reduced by any amount
allocable to the fractional share interests in AOL Time Warner capital stock for
which cash is received); and (v) assuming Time Warner capital 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 capital stock received in the Merger
by such U.S. Holder of Time Warner capital stock will include the holding period
of the U.S. Holder's Time Warner capital stock exchanged for that AOL Time
Warner capital 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 opinion 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 opinion is 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 8.2 to the Registration Statement and to the use of our name
under the caption "Material United States Federal Income Tax Consequences of the
Merger."

                                        Very truly yours,



Time Warner Inc.
75 Rockefeller Plaza
New York, NY 10019