EX-8.1 4 a2200573zex-8_1.htm EX-8.1

Exhibit 8.1

 

 

233 S. Wacker Drive, Suite 5800

 

Chicago, Illinois 60606

 

Tel: +1.312.876.7700 Fax: +1.312.993.9767

 

www.lw.com

 

 

FIRM / AFFILIATE OFFICES

Abu Dhabi

Moscow

 

Barcelona

Munich

 

Beijing

New Jersey

 

Brussels

New York

 

Chicago

Orange County

October 22, 2010

Doha

Paris

 

Dubai

Riyadh

 

Frankfurt

Rome

 

Hamburg

San Diego

 

Hong Kong

San Francisco

Accuride Corporation

Houston

Shanghai

7140 Office Circle

London

Silicon Valley

P.O. Box 15600

Los Angeles

Singapore

Evansville, IN 47716

Madrid

Tokyo

 

Milan

Washington, D.C.

 

Re:          Registration Statement on Form S-4

 

Ladies and Gentlemen:

 

In connection with the registration statement on Form S-4 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission on October 22, 2010 by Accuride Corporation, a Delaware corporation (the “Company”), and as amended (the “Registration Statement”), and an Offer to Convert and Consent Solicitation/Prospectus, dated October 22, 2010 (the “Preliminary Prospectus” ), you have requested our opinion concerning the statements under the caption “Material U.S. Federal Income Tax Consequences.”

 

The facts, as we understand them, and upon which we rely with your permission in rendering the opinion herein, are set forth in the Registration Statement and the Preliminary Prospectus.  We have not independently verified any such factual matters.

 

Based on such facts and subject to the qualifications, assumptions and limitations set forth herein and in the Registration Statement and the Preliminary Prospectus, we hereby confirm that the statements in the Registration Statement and the Preliminary Prospectus under the caption “Material U.S. Federal Income Tax Consequences,” insofar as such statements purport to constitute summaries of United States federal income tax law and regulations or legal conclusions with respect thereto, constitute accurate summaries of the matters described therein in all material respects.

 

No opinion is expressed as to any matter not discussed herein.

 

We are opining herein as to the federal income tax laws of the United States, and we express no opinion with respect to the applicability thereto, or the effect thereon, of other federal laws, the laws of any state or any other jurisdiction or as to any other matters of municipal law or the laws of any local agencies within any state.

 

This opinion is rendered to you as of the date of this letter, and we undertake no obligation to update this opinion subsequent to the date hereof.  This opinion is based on current

 



 

provisions of the Internal Revenue Code of 1986, as amended, regulations promulgated thereunder and interpretations thereof by the Internal Revenue Service and the courts having jurisdiction over such matters.  Our opinion is not binding upon the Internal Revenue Service or the courts, and there can be no assurance that the Internal Revenue Service will not assert a contrary position.  Furthermore, no assurance can be given that future legislation, judicial or administrative changes, on either a prospective or retroactive basis, would not affect the conclusions stated in this opinion.

 

This letter is furnished only to you and is for your use in connection with the transactions referenced in the first paragraph upon the understanding that we are not hereby assuming professional responsibility to any other person whatsoever. This letter may not be relied upon by you for any other purpose, or furnished to, assigned to, quoted to, or relied upon by any other person, firm or other entity for any purpose, without our prior written consent, which may be granted or withheld in our sole discretion, except that this opinion may be relied upon by persons entitled to rely on it pursuant to applicable provisions of federal securities law.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Preliminary Prospectus. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act, or the rules or regulations of the Commission promulgated thereunder.

 

 

 

Very truly yours,

 

 

 

/s/ Latham & Watkins LLP

 

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