Attached files
file | filename |
---|---|
S-1/A - FORM S-1/A - BlueLinx Holdings Inc. | g26408a1sv1za.htm |
EX-23.1 - EX-23.1 - BlueLinx Holdings Inc. | g26408a1exv23w1.htm |
Exhibit 8.1
Attorneys at Law
The Chrysler Building
405 Lexington Avenue
New York, New York 10174-0700
212.704.6000 telephone
troutmansanders.com
The Chrysler Building
405 Lexington Avenue
New York, New York 10174-0700
212.704.6000 telephone
troutmansanders.com
May 25, 2011
BlueLinx Holdings Inc.
4300 Wildwood Parkway
Atlanta, Georgia 30339
4300 Wildwood Parkway
Atlanta, Georgia 30339
Ladies and Gentlemen:
We have acted as counsel to BlueLinx Holdings Inc., a Delaware corporation (the
Company), in connection with the issuance by the Company to its shareholders of
transferable subscription rights (the Rights) entitling the holders thereof to purchase
up to $60,000,000 of shares (the Shares) of the Companys common stock, $0.01 par value
per share (Common Stock) (collectively, the Rights Offering). The Company has
filed a Registration Statement on Form S-1, as amended (File No. 333-173722) (the
Registration Statement) with the Securities and Exchange Commission (the
Commission) to effect the registration of the Rights and the Shares under the Securities
Act of 1933, as amended (the Securities Act). The Registration Statement includes a
prospectus (the Prospectus) to be furnished to the holders of record of the Companys
Common Stock as of the record date for the distribution of the Rights, in connection with the
Rights Offering. The Rights and the Shares are collectively referred to herein as the Securities.
This opinion is furnished to you at your request in accordance with the requirements of Item
601(b)(8) of Regulation S-K promulgated under the Securities Act.
For purposes of this opinion letter, we have examined and relied upon the following documents:
1. A copy of the Prospectus;
2. A copy of the Registration Statement; and
3. Such other additional instruments and documents, representations of the Company and of
certain other persons, and such matters of law, all as we have deemed necessary or appropriate for
purposes of this opinion.
In our examination, we have assumed the authenticity of original documents, the accuracy of
copies, the genuineness of signatures and the capacity of each person executing a document to so
act. For purposes of the opinions contained herein, we have assumed, with your consent, the
following:
ATLANTA CHICAGO HONG KONG NEW YORK NEWARK NORFOLK ORANGE COUNTY PORTLAND
RALEIGH RICHMOND SAN DIEGO SHANGHAI TYSONS CORNER VIRGINIA BEACH WASHINGTON, DC
RALEIGH RICHMOND SAN DIEGO SHANGHAI TYSONS CORNER VIRGINIA BEACH WASHINGTON, DC
BlueLinx Holdings Inc
May 25, 2011
Page 2
May 25, 2011
Page 2
| that the documents shown to us are true, correct and complete and we have been shown all modifications to such documents; |
| that the documents shown to us as certified or photocopies of original documents conform to the original documents; |
| that the documents listed above that have been reviewed in proposed or draft form will be executed in substantially the same form as the documents that we have reviewed; and |
| that all of the representations, factual assumptions and statements set forth in the documents listed above, have been and will be performed or satisfied in accordance with their terms. |
Our opinions are based upon the facts described in the Registration Statement and upon facts
as they have been represented to us or determined by us as of this date. Any inaccuracies in or
alterations of such facts may adversely affect our opinions. Further, our opinions are based upon
the Internal Revenue Code of 1986, as amended (the Code), applicable Treasury Regulations
promulgated or proposed under the Code, administrative pronouncements of the Internal Revenue
Service (the Service), and judicial decisions, all as in effect as of the date hereof.
Additionally, our opinion is not binding on the Service or any court, and there can be no assurance
that contrary positions may not be taken by the Service.
Accordingly, we are of the opinion that the statements in the Registration Statement set forth
under the caption Material U.S. Federal Income Tax Consequences, to the extent such statements
constitute matters of federal income tax law, or legal conclusions with respect thereto, have been
reviewed by us and are correct in all material respects.
The foregoing opinion is limited to the United States federal income tax matters addressed
herein, and no other opinions are rendered with respect to other federal tax
matters or to any issues arising under the tax laws of any other country, or any state or
locality. We undertake no obligation to update the opinions expressed herein after the date of
this letter. This opinion letter is solely for the information and use of the addressee, and it
speaks only as of the date hereof. Except as provided in the next paragraph, this opinion letter
may not be distributed, relied upon for any purpose by any other person, quoted in whole or in part
or otherwise reproduced in any document, or filed with any governmental agency without our express
written consent.
BlueLinx Holdings Inc
May 25, 2011
Page 3
May 25, 2011
Page 3
We consent to the references to this firm in the Prospectus filed with the Registration
Statement and to the filing of this opinion as an exhibit to the Registration Statement in which
the Prospectus is included. In giving this consent, we do not thereby admit that we are within the
category of persons whose consent is required under Section 7 of the Securities Act, or the Rules
and Regulations of the Commission thereunder.
Very truly yours, |
||||
/s/ Troutman Sanders LLP | ||||