EX-8.2 3 g23123a4exv8w2.htm EX-8.2 exv8w2
Exhibit 8.2
 
 
Hogan Lovells US LLP
Columbia Square
555 Thirteenth Street, NW
Washington, DC 20004
T +1 202 637 5600
F +1 202 637 5910
www.hoganlovells.com
July 13, 2010
Board of Directors
Cornell Companies, Inc.
1700 West Loop South, Suite 500
Houston, TX 77027
Gentlemen/Ladies:
     This opinion is being delivered to you in connection with the proposed merger (the “Merger”) of GEO Acquisition III, Inc., a Delaware corporation (“Merger Sub”) and wholly-owned subsidiary of The GEO Group, Inc., a Florida corporation (“GEO”), with and into Cornell Companies, Inc., a Delaware corporation (“Cornell”), with Cornell surviving the merger, pursuant to that certain Agreement and Plan of Merger, and the exhibits thereto, by and among GEO, Merger Sub and Cornell, dated as of April 18, 2010 (as amended, the “Agreement”).1
     In connection with the preparation of this opinion, we have examined and with your consent relied upon (without any independent investigation or review thereof) the following documents (including all exhibits and schedules thereto): (1) the Agreement; (2) Geo’s Registration Statement on Form S-4 being filed with the Securities and Exchange Commission (the “Registration Statement”) including the Joint Proxy Statement/Prospectus of GEO and Cornell; (3) factual representations and certifications made to us by GEO and Cornell (the “Tax Certificates”); and (4) such other instruments and documents related to the formation, organization and operation of GEO and Cornell or to the consummation of the Merger and the transactions contemplated thereby as we have deemed necessary or appropriate. In addition, we have reviewed the form of opinion of counsel received by GEO from Akerman Senterfitt, with respect to the tax consequences of the proposed transaction (the “Akerman Opinion”).
 
1   Unless otherwise indicated, all capitalized terms shall have the meaning defined in the Agreement. All section references are to the Internal Revenue Code of 1986, as amended (the “Code”), unless otherwise indicated.

 

 

Cornell Companies, Inc.
Page 2
 
Assumptions and Representations
     In connection with rendering this opinion, we have assumed or obtained representations (and, with your consent, are relying thereon, without any independent investigation or review thereof, although we are not aware of any material facts or circumstances contrary to or inconsistent therewith) that:
     1. All information contained in each of the documents we have examined and relied upon in connection with the preparation of this opinion is accurate and completely describes all material facts relevant to our opinion, all copies are accurate and all signatures are genuine. We have also assumed that there has been (or will be by the Effective Time of the Merger) due execution and delivery of all documents where due execution and delivery are prerequisites to the effectiveness thereof.
     2. The Merger will be consummated in accordance with applicable state law and will qualify as a statutory merger under applicable state law.
     3. All representations, warranties, and statements made or agreed to by GEO, Merger Sub, and Cornell, and by their managements, employees, officers, directors, and stockholders in connection with the Merger, including, but not limited to, (i) those set forth in the Agreement, (ii) those set forth in the Registration Statement, and (iii) those set forth in the Tax Certificates, are, or will be, true, complete and accurate at all relevant times.
     4. The Merger will be consummated in accordance with the Agreement and as described in the Registration Statement (including satisfaction of all pre-closing covenants and conditions to the obligations of the parties without amendment or waiver thereof).
     5. The Akerman Opinion has been concurrently delivered and not withdrawn.
Opinion — U.S. Federal Income Tax Consequences
     Based upon and subject to the assumptions and qualifications set forth herein, we are of the opinion that that (a) the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and (b) GEO and Cornell will be parties to the reorganization within the meaning of Section 368(b) of the Code. Further, we adopt and confirm the statements under the caption “Material Federal Income Tax Consequences of the Merger” in the Registration Statement, to the extent they constitute legal conclusions and relate to the tax consequences of the Merger, as our opinion of the material United States federal income tax consequences of the Merger.

 

 

Cornell Companies, Inc.
Page 3
 
     In addition to the assumptions set forth above, this opinion is subject to the exceptions, limitations and qualifications set forth below:
     1. This opinion represents and is based upon our best judgment regarding the application of relevant current provisions of the Code and interpretations of the foregoing as expressed in existing court decisions, administrative determinations (including the practices and procedures of the Internal Revenue Service (the “IRS”) in issuing private letter rulings, which are not binding on the IRS except with respect to the taxpayer that receives such a ruling) and published rulings and procedures all as of the date hereof. An opinion of counsel merely represents counsel’s best judgment with respect to the probable outcome on the merits and is not binding on the IRS or the courts. There can be no assurance that positions contrary to our opinions will not be taken by the IRS, or that a court considering the issues would not hold contrary to such opinions. Neither GEO nor Cornell has requested a ruling from the IRS (and no ruling will be sought) as to any of the federal income tax consequences addressed in this opinion. Furthermore, no assurance can be given that future legislative, judicial or administrative changes, on either a prospective or retroactive basis, would not adversely affect the accuracy of the opinion expressed herein. Nevertheless, we undertake no responsibility to advise you of any new developments in the law or in the application or interpretation of the federal income tax laws after the Effective Time.
     2. This letter addresses only the specific tax opinions set forth above. This letter does not address any other federal, state, local or foreign tax consequences that may result from the Merger or any other transaction (including any transaction undertaken in connection with the Merger). We express no opinion regarding, among other things, the tax consequences of the Merger (including the opinion set forth above) as applied to specific shareholders of Cornell that may be relevant to particular classes of Cornell shareholders, such as dealers in securities, corporate shareholders subject to the alternative minimum tax, foreign persons, and holders of shares acquired upon exercise of stock options or in other compensatory transactions.
     3. Our opinion set forth herein is based upon the description of the contemplated transactions as set forth in the Agreement and the Registration Statement. If the actual facts relating to any aspect of the transactions differ from this description in any material respect, our opinion may become inapplicable. No opinion is expressed as to any transaction other than those set forth in the Agreement and the Registration Statement or to any transaction whatsoever, including the Merger, if all the transactions described in the Agreement and the Registration Statement are not consummated in accordance with the terms of the Agreement and the Registration Statement and without waiver or breach of any material provision thereof or if all of the representations, warranties, statements and assumptions upon which we relied are not true and accurate at all relevant times. In the event any one of the statements, representations, warranties or assumptions upon which we have relied to issue this opinion is incorrect, our opinion might be adversely affected and may not be relied upon.

 

 

Cornell Companies, Inc.
Page 4
      
     This opinion letter has been provided for your use in connection with the Registration Statement. We hereby consent to the use of the opinion letter as an exhibit to the Registration Statement and to the use of our name in the “Material Federal Income Tax Consequences of the Merger” and “Legal Matters” sections of the Registration Statement. We hereby consent to the use as our opinion of the statements under the caption “Material Federal Income Tax Consequences of the Merger” in the Registration Statement, to the extent they constitute legal conclusions and relate to the tax consequences of the Merger. In giving such 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 SEC promulgated thereunder.
Sincerely yours,
/s/ HOGAN LOVELLS US LLP