EXHIBIT 8.2
[Letterhead of]
CRAVATH, SWAINE & MOORE
[New York Office]
February 18, 1999
Agreement and Plan of Merger
By and Among
Eagle Hardware & Garden, Inc.,
Mariner Merger Corporation
and Lowe's Companies, Inc.,
Dated as of November 22, 1998
Dear Sirs:
We have acted as counsel for Eagle Hardware & Garden, Inc., a Washington
corporation ("Eagle"), in connection with the proposed merger (the "Merger") of
Mariner Merger Corporation, a Washington corporation ("Merger Corporation") that
is a wholly owned subsidiary of Lowe's Companies, Inc., a North Carolina
corporation ("Lowe's") with and into Eagle pursuant to an Agreement and Plan of
Merger, by and among Eagle, Merger Corporation and Lowe's, dated as of November
22, 1998 (the "Merger Agreement").
In that connection, you have requested our opinion regarding certain
U.S. Federal income tax consequences of the Merger. In providing our opinion, we
have examined the Merger Agreement, the registration statement on Form S-4 (the
"Registration Statement"), which includes the Joint Proxy Statement and
Prospectus of Eagle and Lowe's (the "Proxy Statement/Prospectus"), filed with
the Securities and Exchange Commission (the "SEC") on February 18, 1999, and
such other documents and corporate records as we have deemed necessary or
appropriate for purposes of our opinion. In addition, we have assumed that (i)
the Merger will be consummated in accordance with the provisions of the Merger
Agreement and the Registration Statement, (ii) the statements concerning the
Merger set forth in the Merger Agreement and the Registration Statement are
true, complete and correct, (iii) the representations made by Eagle and Lowe's,
in their respective letters delivered to us for purposes of this opinion (the
"Representation Letters") are true, complete and correct and will remain true,
complete and correct at all times up to and including the Effective Time (as
defined in the Merger Agreement), (iv) any representations made in the
Representation Letters "to the best knowledge of" or similarly qualified are
correct without such qualification and (v) the combined amount of cash paid in
lieu of fractional shares and with respect to the exercise of dissenters' rights
will
represent payment for less than 20% of the Eagle common stock outstanding
immediately before the Merger. If any of the above described assumptions are
untrue for any reason or if the Merger is consummated in a manner that is
different from the manner in which it is described in the Merger Agreement or
the Proxy Statement/Prospectus, our opinions as expressed below may be adversely
affected and may not be relied upon.
Based upon the foregoing, for U.S. Federal income tax purposes, we are
of opinion that (i) the Merger will constitute a reorganization within the
meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the
"Code"), and (ii) Eagle, Merger Corporation and Lowe's will each be a party to
such reorganization within the meaning of Section 368(b) of the Code.
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 opinions 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 opinions are 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 consent to the filing of this opinion as Exhibit 8.2 to the
Registration Statement and to the references to this opinion therein. In giving
this consent, we do not admit that we are within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as amended,
or the rules or regulations of the SEC promulgated thereunder. This opinion is
being provided for the benefit of Eagle so that Eagle may comply with its
obligations under the Federal securities laws. The filing of this opinion as an
exhibit to the Registration Statement and the references to such opinion and our
Firm therein are not intended to create liability under applicable state law to
any person other than Eagle, our client.
Sincerely,
/s/ Cravath, Swaine & Moore
Eagle Hardware & Garden, Inc.
981 Powell Avenue SW
Renton, WA 98055