Exhibit 8.1 ERNST & YOUNG LLP January 16, 2002 Mr. Robert E. Dolan Chief Financial Officer Lynch Interactive Corporation 401 Theodore Fremd Avenue Rye, New York 10580 Dear Mr. Dolan: Pursuant to your request, this letter provides our opinion regarding the federal income tax consequences of the proposed distribution by Lynch Interactive Corporation ("Interactive") to its shareholders of the stock of Morgan Group Holding Co. ("Holding") (the "Spin-Off"). Holdings is a new corporation formed to hold Interactive's stock interest of the Morgan Group, Inc. ("Morgan") and certain other assets. We understand that you will include a reference to, and a copy of, our federal income tax opinion with the Form S-1 (Registration Statement Under the Securities Act of 1933) filed by Holding with the Securities and Exchange Commission. We consent to such reference under the caption "Material Federal Income Tax Consequences." We have relied upon the following documents in forming our opinion (the "Documents"): 1. The Form S-1 (Registration Statement Under The Securities Act of 1933) filed on behalf of Holding with the Securities and Exchange Commission on November 27, 2001, including amendments filed with the Securities and Exchange Commission subsequent thereto. 2. Certain financial information with respect to Interactive, Morgan, Holding, and their respective subsidiaries provided by the Interactive and Morgan management. 3. The Statement of Representations and accompanying affidavit with respect to the Spin-Off dated January 16, 2002 from the management of Interactive.You have represented to us that the Documents provide an accurate and complete description of the facts and circumstances concerning the proposed transaction. We have made no independent determination regarding such facts and circumstances and, therefore, have relied upon them for purposes of this letter. Any changes to the facts and circumstances related to the Spin-Off may affect the conclusions stated herein, possibly in an adverse manner. Federal Income Tax Consequences Based upon our review of the Documents, as well as our discussions with management, it is our opinion that the following Federal income tax consequences should result with respect to the Spin-Off: 1. No gain or loss will be recognized by Interactive on the distribution of the stock of Holdings to its shareholders (section 361(c)(1)). 2. No gain or loss will be recognized by (and no amount will otherwise be included in the income of) Interactive's shareholders on their receipt of the Holding's common stock in the Spin-Off (section 355(a)(1)). 3. The basis of the Interactive and Holdings stock in the hands of Interactive's shareholders will be the same as the basis of Interactive's stock held immediately before the Spin-Off, allocated in proportion to the fair market value of each in accordance with section 1.358-2(a)(2) (section 358(a)(1) and (b)). 4. The holding period of the Holding's stock received by each Interactive shareholder in the Spin-Off will include the holding period of the Interactive stock held by such shareholder immediately before the Spin-Off, provided that such shareholder held the Interactive stock as a capital asset on the date of the Spin-Off (section 1223(1)). 5. As provided in section 312(h), proper allocation of earnings and profits between Interactive and Holdings will be made under sections 1.312-10(b) and 1.1502-33(e). Scope of Analysis The scope of this analysis is expressly limited solely to the Federal income tax issues specifically addressed in (1) through (5) in the section entitled 2 "Federal Income Tax Consequences" above. Specifically, our analysis has not been requested, and we have made no determination nor expressed any views concerning any other issues, including, but not limited to, any state and local, foreign, consolidated return, employee benefit, and Section 382 issues, or alternative minimum tax consequences to the parties to this transaction. Further, no opinion is expressed as to any valuation issues which may arise in connection with the Spin-Off. Our analysis, as stated above, is based upon our analysis of the Internal Revenue Code of 1986, as amended, the Treasury Regulations, current case law, and published Internal Revenue Service ("IRS") authorities. The foregoing are subject to change, and such change may be retroactively effective. No assurance can be provided as to the effect of any such change upon our analysis. In addition, our analysis is based on the information contained in the Documents. Any variation or differences in the Documents may affect our analysis, perhaps in an adverse manner. We have undertaken no obligation to update this letter for changes in facts or law occurring subsequent to the date thereof. This letter represents our views as to the interpretation of existing law and is not binding on the IRS or the courts. No assurance can be given that, if the matter were contested, the IRS or a court would agree with this analysis. Very truly yours, /s/ Ernst & Young LLP
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Morgan Group Holding (MGHL) S-1/AIPO registration (amended)
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