EXHIBIT 8.1
TROUTMAN SANDERS LLP
A T T O R N E Y S AT L A W
A LIMITED LIABILITY PARTNERSHIP
BANK OF AMERICA PLAZA
600 PEACHTREE STREET, N.E. - SUITE 5200
ATLANTA, GEORGIA 30308-2216
www.troutmansanders.com
TELEPHONE: 404-885-3000
FACSIMILE: 404-885-3900
April 22, 2004
AGCO Corporation
4205 River Green Parkway
Duluth, GA 30096
REGISTRATION STATEMENT ON FORM S-3 (REGISTRATION NO. 333-104352)
Ladies and Gentlemen:
We have acted as special counsel to AGCO Corporation, a Delaware
corporation (the "Company"), in connection with the preparation of the
above-referenced Registration Statement, as amended (the "Registration
Statement"), filed with the Securities and Exchange Commission (the
"Commission") on January 14, 2004, under the Securities Act of 1933, as amended
(the "Act"), relating to the issuance and sale from time to time, pursuant to
Rule 415 of the Act, of $700,000,000 or the foreign equivalent thereof in
maximum aggregate offering price of (1) certain shares of the common stock of
the Company (the "Common Stock") and (2) certain debt securities of the Company,
as set forth in the prospectus contained in the Registration Statement (the
"Prospectus"). The Company intends to issue and sell up to (euro)200,000,000
aggregate principal amount of 6 7/8% Senior Subordinated Notes Due 2014 (the
"Notes").
In formulating our opinion herein, we have examined originals, or
copies certified or otherwise identified to our satisfaction, of the
Registration Statement, the Prospectus, the supplement to the prospectus dated
April 5, 2004, relating to the sale of the Notes (the "Prospectus Supplement")
and such other documents, instruments, certificates and records, and have
reviewed such questions of law, as we have deemed necessary or appropriate for
the opinion set forth below. In conducting this review, we have not conducted an
independent examination of any of the facts set forth in the Registration
Statement, the Prospectus, the Prospectus Supplement or other documents, and
have, consequently, relied upon the Company's representations that the
information presented in these documents or otherwise furnished to us accurately
represents and completely describes all material facts relevant to our opinion
herein and upon the authenticity of all documents submitted to us as originals
or certified copies, the accuracy of copies, the genuineness of all signatures
and the legal capacity of all natural persons. No facts have come to our
attention, however, that would cause us to question the accuracy and
completeness of these facts or documents.
Additionally, in rendering our opinion herein, we have assumed that any
and all transactions described in or contemplated by any of the aforementioned
documents have been or will be consummated consistent with the descriptions of
such transactions as set forth in the Prospectus and the Prospectus Supplement.
ATLANTA - HONG KONG - LONDON - NORFOLK - RALEIGH - RICHMOND
TYSONS CORNER - VIRGINIA BEACH - WASHINGTON, D.C.
TROUTMAN SANDERS LLP
ATTORNEYS AT LAW
A LIMITED LIABILITY PARTNERSHIP
AGCO Corporation
April 22, 2004
Page 2
The opinion set forth in this letter is based on relevant provisions of
the Internal Revenue Code of 1986, as amended, Treasury Regulations thereunder
(including proposed and temporary regulations) and interpretations of the
foregoing as expressed in court decisions, administrative determinations and
legislative history, as of the date hereof. These provisions and interpretations
are subject to change, which may or may not be retroactive in effect. Our
opinion is not binding on the Internal Revenue Service or on the courts and,
therefore, provides no guarantee or certainty as to results. In addition, our
opinion is based on certain factual representations and assumptions described
herein. Any change occurring after the date hereof in, or a variation from, any
of the foregoing bases for our opinion could affect the conclusions expressed
below.
Based on the foregoing and subject to the assumptions, exceptions,
qualifications and limitations set forth herein, we are of the opinion that the
discussion in the Prospectus Supplement under the caption "Summary of Certain U.
S. Federal Income Tax Consequences," to the extent that such information
constitutes matters of law, summaries of legal matters or legal conclusions, is
a fair and accurate summary of the material United States federal income tax
consequences of the ownership and disposition of the Notes.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, as originally filed or as subsequently amended, and to
the references to Troutman Sanders LLP under the caption "Legal Matters" in the
Prospectus. In giving this consent, we do not thereby admit that we come within
the category of persons whose consent is required under Section 7 of the Act or
the rules and regulations of the Commission thereunder.
This opinion is expressly limited to the matters set forth above, and
we render no opinion, whether by implication or otherwise, as to any other
matter relating to the Company or to any investment therein, or under any other
law. We assume no obligation to update or supplement this opinion to reflect any
circumstances that arise after the date of this opinion and come to our
attention, or any future changes in law.
Very truly yours,
/s/ Troutman Sanders LLP