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EXHIBIT 8.01
[LETTERHEAD OF GRAHAM & JAMES LLP]
OPINION OF LEGAL COUNSEL
_________________, 1997
AeroCentury Corp.
1440 Chapin Avenue, Suite 310
Burlingame, CA 94010
RE: ERISA OPINION
Dear AeroCentury Corp.:
We have acted as legal counsel to AeroCentury Corp. ("AeroCentury"), in
connection with the filing of a Registration Statement under the Securities Act
of 1933 with the Securities and Exchange Commission. After consummation of the
transactions described in the Registration Statement, the common stock of
AeroCentury would be publicly traded. We have reviewed the Registration
Statement and the exhibits thereto.
In our review of documents, we have assumed the authenticity of original
documents, the conformity to original documents of all documents submitted to
us as photostatic copies, and the genuineness of signatures. We have not made
any independent review or investigation of the facts set forth in the
Registration Statement. For the purpose of the opinions contained herein, we
have relied on the accuracy of all the facts set forth in the Registration
Statement and of the representations by all of the parties contained in the
Registration Statement. We have expressly assumed that all parties to the
Registration Statement have acted and will act in accordance with the
agreements, representations and warranties contained in the Registration
Statement and the exhibits thereto.
In addition, for purposes of this opinion, we have expressly assumed and relied
upon the following as facts:
1. The common stock of AeroCentury is the only outstanding class of stock
of AeroCentury.
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AeroCentury Corp.
__________, 1997
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2. After the transactions described in the Registration Statement, the
common stock of AeroCentury will be owned by more than 100 persons independent
of AeroCentury and of one another.
3. AeroCentury will impose no restrictions of any kind on
the transfer of AeroCentury common stock.
4. Either (a) AeroCentury common stock will be registered under Section
12(b) or 12(g) of the Securities Exchange Act of 1934 prior to the effective
time of the Consolidation, as described in the Registration Statement, or (b)
AeroCentury common stock will be offered to the public pursuant to an effective
registration statement under the Securities Act of 1933, and the common stock
of AeroCentury will be registered under the Securities Exchange Act of 1934
within 120 days (or such later time as may be allowed by the Securities and
Exchange Commission) after the end of the fiscal year of AeroCentury during
which the first offering of common stock of AeroCentury to the public occurs.
Based upon the foregoing, and in reliance thereon, we are of the opinion that
shares of the Common Stock of AeroCentury should be "publicly-offered
securities" for purposes of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), and that, consequently, the assets of AeroCentury
should not be deemed "plan assets" of an ERISA plan, individual retirement
account, or other non-ERISA plan which invests in the Common Stock of
AeroCentury.
No opinion is expressed as to any matter under ERISA, except as expressly set
forth above. Furthermore, this opinion of counsel represents only this firm's
best judgment as to the probable status of AeroCentury Common Stock under ERISA
and is not binding on the Department of Labor, the Internal Revenue Service or
the courts. The conclusions made herein are based on ERISA itself (as amended
to date), and existing judicial decisions, administrative regulations and
published rulings. There is no assurance, however, that there will not be
future legislative, judicial or administrative changes in the law which would
affect the accuracy of the conclusions stated herein. Nevertheless, we
undertake no responsibility to advise you of any such change.
Very truly yours,
/s/ GRAHAM & JAMES LLP
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[LETTERHEAD OF GRAHAM & JAMES LLP]
OPINION OF LEGAL COUNSEL
____________, 1997
AeroCentury Corp.
1440 Chapin Avenue, Suite 310
Burlingame, CA 94010
RE: TAX OPINION
Dear AeroCentury Corp.:
We have acted as tax counsel to AeroCentury Corp. in connection with the
proposed consolidation by merger (the "Consolidation") of JetFleet Aircraft
L.P. ("JetFleet I") and JetFleet Aircraft II, L.P. ("JetFleet II")
(collectively, the "Partnerships") into AeroCentury, Corp. ("AeroCentury"). We
have reviewed the Registration Statement filed by AeroCentury in connection
with the Consolidation, as well as the exhibits thereto.
In our review of documents, we have assumed the authenticity of original
documents, the conformity to original documents of all documents submitted to
us as photostatic copies, and the genuineness of signatures. We have not made
any independent review or investigation of the facts set forth in the
Registration Statement. For the purpose of the opinions contained herein, we
have relied on the accuracy of all the facts set forth in the Registration
Statement and of the representations contained in the Registration Statement.
We have expressly assumed that all parties to the Consolidation have acted and
will act in accordance with the agreements, representations and warranties
contained in the Registration Statements and the exhibits thereto.
In addition, for purposes of this opinion, we have expressly assumed and relied
upon the facts and assumptions set forth at pages 93, et seq. of the
Registration Statement in the section of that statement captioned "Federal
Income Tax Considerations". In particular, this opinion is expressly based
upon the assumptions that, immediately after the effective time of the
Consolidation, current partners in the Partnerships will own at least 80% of
the Common Stock of AeroCentury (which is the only outstanding class of stock
in AeroCentury), and that no party to the Consolidation will have made any
commitment to sell any Common Stock of AeroCentury received in connection with
the Consolidation.
Based upon the foregoing, and in reliance thereon, we are of the opinion that
the material federal income tax consequences of the Consolidation should be as
set forth in the segment of the Registration Statement captioned "Federal
Income Tax Considerations", which appears at pages 93 through 96 of the
Registration Statement.
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AeroCentury Corp.
__________, 1997
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No opinion is expressed as to any tax consequence of the Consolidation, except
for the opinions as to material tax consequences of the Consolidation set forth
in the segment of the Registration Statement captioned "Federal Income Tax
Considerations". Furthermore, this opinion of counsel represents only this
firm's best judgment as to the probable federal income tax consequences of the
Consolidation, and is not binding on the Internal Revenue Service or the
courts. The conclusions made herein are based on the present Internal Revenue
Code and existing judicial decisions, administrative regulations and published
rulings. There is no assurance, however, that there will not be future
legislative, judicial or administrative changes in the law which would affect
the accuracy of the conclusions stated herein. Nevertheless, we undertake no
responsibility to advise you of any such change.
Very truly yours,
/s/ GRAHAM & JAMES LLP