Exhibit 8.1
[LETTERHEAD OF KING & SPALDING APPEARS HERE]
May 11, 1999
Lockheed Martin Corporation
6801 Rockledge Drive
Bethesda, Maryland 20817
Re: Lockheed Martin Corporation
Registration Statement on Form S-4
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Ladies and Gentlemen:
We are acting as special tax counsel to Lockheed Martin Corporation, a
Maryland corporation ("Lockheed Martin"), in connection with the proposed merger
of COMSAT Corporation, a District of Columbia corporation ("COMSAT"), with and
into Deneb Corporation, a Delaware corporation and a wholly owned subsidiary of
Lockheed Martin ("Deneb"), or alternatively, the proposed merger of Deneb with
and into COMSAT (the "Merger"), pursuant to the Agreement and Plan of Merger,
dated as of September 18, 1998, among COMSAT, Lockheed Martin, and Deneb (the
"Merger Agreement"). You have requested our opinion regarding certain of the
United States federal income tax consequences of the Merger and the accuracy of
the discussion set forth under the heading "Material U.S. Federal Income Tax
Consequences" in the Proxy Statement/Prospectus (the "Prospectus"), which is
included in the Registration Statement on Form S-4 (the "Registration
Statement"), filed with the Securities and Exchange Commission (the
"Commission").
INFORMATION AND ASSUMPTIONS RELIED UPON
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In rendering the opinion expressed in this letter, we have examined the
Merger Agreement, the Registration Statement (including the Prospectus and all
exhibits thereto), and such other documents as we have deemed necessary or
advisable. In our examination of the documents and in our reliance upon them in
issuing this opinion, we have assumed, with your consent, that all documents
submitted to us are authentic originals or, if submitted as photocopies or
telecopies, that they faithfully reproduce the originals thereof; that all such
documents submitted to us have been or will be duly executed and validly signed
(and filed, where applicable) to the extent required in substantially the same
form as they have been provided to us; that each executed document will
constitute the legal, valid, binding, and enforceable agreement of the signatory
parties; that all
Lockheed Martin Corporation
May 11, 1999
Page 2
representations and statements set forth in such documents, which we have not
attempted to verify independently, are and will remain true, accurate, and
complete in all material respects; that the Merger and all related transactions
will be carried out in accordance with the terms and conditions of such
documents without the waiver or modification of any such terms and conditions;
and that all obligations imposed on, or covenants agreed to by, the parties
pursuant to any of such documents have been or will be performed or satisfied in
accordance with their terms in all material respects. We also have assumed that
the Merger qualifies as a statutory merger under applicable state law.
Furthermore, we have assumed that you have disclosed to us all of the documents
that are relevant to the transactions that are the subject of this opinion.
OPINION
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Based upon and subject to the foregoing, it is our opinion that, although
the discussion set forth under the heading "Material U.S. Federal Income Tax
Consequences" in the Prospectus does not purport to discuss all possible United
States federal income tax consequences of the Merger to COMSAT shareholders who
surrender shares of COMSAT common stock pursuant to the Merger, such discussion
constitutes, in all material respects, a fair and accurate summary of the United
States federal income tax consequences of the Merger that are likely to be
material to such shareholders who hold shares of COMSAT common stock as capital
assets and who are not subject to special rules under the Internal Revenue Code
of 1986, as amended, or do not otherwise have unique individual circumstances.
Our opinion is expressed as of the date hereof and is based upon existing
statutory, regulatory, administrative, and judicial authority and guidance in
effect as of the date hereof, any of which may be changed at any time, possibly
with retroactive effect. A change in any of the authorities or guidance upon
which our opinion is based could affect our conclusions. In addition, our
opinion is based solely on the documents that we have examined, the additional
information that we have obtained, and the statements, assumptions, and
representations referred to herein that we have assumed with your consent to be
true, accurate, and complete on the date hereof and at the time the Merger
becomes effective. Our opinion cannot be relied upon if any of the material
facts contained in such documents or such additional information, statements,
assumptions, or representations referred to herein is, or later becomes,
inaccurate. We disclaim any undertaking to advise you of any subsequent change
in the facts stated, referenced, or assumed herein or any subsequent change in
the authorities or guidance upon which our opinion is based. Our opinion
represents our legal judgment and has no official status of any kind.
Accordingly, we cannot assure you that the Internal Revenue Service or a court
having jurisdiction over the issue will agree with our opinion.
Finally, our opinion is limited to the tax matters specifically addressed
herein, and no other opinions should be inferred beyond the matters expressly
stated. We have not been asked to address, nor have we addressed, any other tax
consequences of the Merger,
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May 11, 1999
Page 3
including, but not limited to, any other federal, state, local, foreign,
transfer, sales, or use tax consequences, or any tax consequences of any other
transactions or events contemplated by or referred to in the Merger Agreement or
the Registration Statement.
We hereby consent to the filing of this letter with the Commission as an
exhibit to the Registration Statement, and we consent to the reference to us
under the heading "Material U.S. Federal Income Tax Consequences" in the
Prospectus. In giving our consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations of the Commission
thereunder. Except as set forth above, this opinion is not to be used,
circulated, quoted from, or otherwise referred to for any purpose without our
prior written consent.
Very truly yours,
/s/ King & Spalding