Exhibit 8.2
[Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP]
May 11, 1999
COMSAT Corporation
6560 Rock Spring Drive
Bethesda, MD 20817
Re: Registration Statement on Form S-4
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Ladies and Gentlemen:
We are acting as counsel to COMSAT corporation, a District of Columbia
corporation ("COMSAT"), in connection with the proposed merger (the "Merger") of
COMSAT with and into Deneb Corporation, a Delaware corporation ("Deneb"), a
wholly owned subsidiary of Lockheed Martin Corporation, a Maryland corporation
("Lockheed Martin"), or alternatively, the merger of Deneb with and into COMSAT,
pursuant to the Agreement and Plan of Merger, dated as of September 18, 1998,
among COMSAT, Lockheed Martin and Deneb (the "Merger Agreement"), as amended
through the date hereof. You have requested our opinion concerning certain
United States federal income tax consequences of the Merger and the accuracy of
the discussion contained under the caption "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").
COMSAT Corporation
May 11, 1999
Page 2
In rendering our opinion, we have examined and relied upon the
accuracy and completeness of the facts, information, representations, and
covenants contained in originals or copies, certified or otherwise identified to
our satisfaction, of the Merger Agreement, the Prospectus and all exhibits
thereto, the Registration Statement and such other documents as we have deemed
necessary or appropriate as a basis for the opinion set forth below. In our
examination of these documents and in our reliance upon them in issuing this
opinion, we have assumed, with your consent, the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such documents. We have assumed that each
executed document constitutes the legal, valid, binding and enforceable
agreement of the signatory parties; that all representations and statements set
forth in such documents are and will remain true, accurate and complete in all
material respects; that all of the transactions related to the merger will be
consummated in accordance with the terms of such documents; 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 have further assumed that the Merger
will be consummated pursuant to the terms and conditions set forth in the Merger
Agreement without the waiver or modification of any such terms and conditions
and that the Merger qualifies as a statutory merger under applicable state law.
We have not attempted to verify independently any representations and have
assumed that all representations contained in the documents are, and at the time
the Merger becomes effective will be, true, accurate and complete in all
material respects. We have further assumed that you have disclosed to us all of
the documents that are relevant to the transactions that are the subject of this
opinion.
In rendering our opinion, we have considered the applicable provisions
of the Internal Revenue Code of 1986, as amended (the "Code"), Treasury
regulations promulgated thereunder, pertinent judicial authorities, interpretive
rulings of the Internal Revenue Service, and such other authorities as we have
considered relevant, all of which are potentially subject to change, possibly
with retroactive effect. A change in any of the authorities upon which our
opinion is based could affect our conclusions.
COMSAT Corporation
May 11, 1999
Page 3
Based on and subject to the foregoing, we are of the opinion that,
although the discussion set forth in the Registration Statement under the
caption "Material U.S. Federal Income Tax Consequences" 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 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 Code,
or do not otherwise have unique individual circumstances.
Except as set forth above, we express no opinion to any party as to
any tax consequences, whether federal, state, local or foreign, of any
transactions or events contemplated by or referred to in the Merger Agreement or
the Registration Statement. This opinion is expressed as of the date hereof,
unless otherwise expressly stated, and we disclaim any undertaking to advise you
of any subsequent changes of the facts stated, referenced, or assumed herein or
any subsequent changes in applicable law.
This opinion is being provided in connection with the filing of the
Registration Statement. We acknowledge that you will rely on this opinion in
providing disclosure to the COMSAT shareholders of the material U.S. federal
income tax consequences of the merger. In addition, we consent to the use of our
name in the Prospectus under the heading "Material U.S. Federal Income Tax
Consequences" and to the filing of this opinion with the Commission as an
exhibit to the Registration Statement. 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 of 1933, as amended, or the rules and
regulations of the Commission promulgated thereunder. Except as set forth above,
this opinion is not to be used, circulated, quoted or otherwise referred to for
any purpose without our prior written consent.
Sincerely yours,
/s/ SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP