EX-8.1 38 a12-11759_1ex8d1.htm EX-8.1

Exhibit 8.1

 

30 ROCKEFELLER PLAZA

NEW YORK, NEW YORK

10112-4498

 

TEL        +1 212.408.2500

FAX        +1 212.408.2501

www.bakerbotts.com

ABU DHABI

AUSTIN

BEIJING

DALLAS

DUBAI

HONG KONG

HOUSTON

LONDON

MOSCOW

NEW YORK

PALO ALTO

RIYADH

WASHINGTON

May 11, 2012

 

 

 

 

 

Monitronics International, Inc.

2350 Valley View Lane, #100

Dallas, Texas 75234

TEL +1 212-408-2500

FAX +1 212-259-2501

www.bakerbotts.com

 

 

Ladies and Gentlemen:

 

We are acting as counsel to Monitronics International, Inc., a Texas corporation (“Monitronics”), and the guarantors listed on Schedule I attached hereto in connection with Monitronics’ offer to exchange (the “Exchange Offer”) $410,000,000 principal amount of 9.125% Senior Notes due 2020 that have been registered under the Securities Act of 1933, as amended (the “Act”) (the “Exchange Notes”) for any and all of the outstanding $410,000,000 principal amount of 9.125% Senior Notes due 2020 issued on March 23, 2012 that have not been registered under the Act (the “Original Notes”), pursuant to (i) the Registration Statement on Form S-4 (the “Registration Statement”) as filed by Monitronics on the date hereof with the Securities and Exchange Commission (the “SEC”) under the Act, and (ii) the related prospectus (the “Prospectus”) that forms a part of the Registration Statement.

 

Subject to the assumptions, qualifications and limitations set forth in the discussion in the Prospectus under the caption “Material United States Federal Income Tax Considerations,” we confirm that such discussion, insofar as it concerns conclusions of law, constitutes our opinion as to the material U.S. federal income tax consequences relating to the exchange of Original Notes for Exchange Notes pursuant to the Exchange Offer.

 

We hereby consent to the filing of this opinion of counsel as Exhibit 8.1 to the Registration Statement.  In giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the SEC thereunder.

 

 

Very truly yours,

 

 

 

/s/ Baker Botts L.L.P.

 

BAKER BOTTS L.L.P.

 



 

Schedule I

 

List of Guarantors

 

Subsidiary

 

Jurisdiction of Formation

Monitronics Canada, Inc.

 

Delaware

MI Servicer HC, LLC

 

Delaware

MI Servicer LP, LLC

 

Delaware

MI Servicer GP, LLC

 

Delaware

MIBU Servicer, Inc.

 

Delaware

Monitronics Security LP

 

Delaware

MI Funding HC, LLC

 

Delaware

MI Funding LP, LLC

 

Delaware

MI Funding GP, LLC

 

Delaware

Monitronics Funding LP

 

Delaware

Platinum Security Solutions, Inc.

 

Delaware