Attached files
| file | filename |
|---|---|
| S-1/A - S-1/A - CHS INC | c54421dsv1za.htm |
| EX-5.1 - EX-5.1 - CHS INC | c54421dexv5w1.htm |
| EX-23.1 - EX-23.1 - CHS INC | c54421dexv23w1.htm |
Exhibit 8.1
Opinion of Dorsey & Whitney LLP
Regarding Tax Matters
(including consent)
Regarding Tax Matters
(including consent)
February 24, 2010
CHS Inc.
5500 Cenex Drive
Inver Grove Heights, MN 55077
5500 Cenex Drive
Inver Grove Heights, MN 55077
| Re: | Federal Income Tax Consequences of Issuance of 8% Cumulative Redeemable | |||
| Preferred Stock by CHS in Redemption of Patrons’ Equities |
Ladies and Gentlemen:
We have acted as counsel to CHS Inc., a Minnesota cooperative (“CHS”), in connection
with a Registration Statement on Form S-1 (Registration No. 333-163608), and the preliminary
prospectus constituting a part thereof (the “Preliminary Prospectus”), as filed by CHS with
the Securities and Exchange Commission and as amended from time to time up to and including the
effective time of this opinion (the “Registration Statement”), relating to the redemption
by CHS of patrons’ equities held by members (the
“Patrons’ Equities”). The redemption will be effected by having CHS issue its 8% Cumulative Redeemable Preferred Stock (the “Preferred Stock”) in exchange for Patrons’ Equities held by its members participating in
the redemption (the “Participants”). The redemption and exchange (the “Exchange”)
are more specifically described in the Preliminary Prospectus. Unless otherwise provided herein,
capitalized terms used herein have the meanings set forth in the Preliminary Prospectus.
For purposes of rendering this opinion, we have examined the Preliminary Prospectus and such
other instruments and documents as we have deemed necessary or appropriate, and we have reviewed
such questions of law as may be considered necessary or appropriate.
In rendering this opinion, we have relied upon, without independent investigation or
verification, statements of fact set forth in the Officer’s Tax Certificate of even date herewith
delivered to us by CHS. Our opinion is also based upon the assumption that the Exchange will be
effected in the manner described in the Preliminary Prospectus, and that there are no arrangements,
understandings, or agreements among any of the parties relative to the Exchange other than those
described in the Preliminary Prospectus.
Our opinion is based upon the existing provisions of the Internal Revenue Code of 1986, as
amended (the “Code”), current Treasury Department regulations issued thereunder, current
published administrative positions of the Internal Revenue Service contained in revenue
CHS Inc.
February 24, 2010
Page 2
February 24, 2010
Page 2
rulings, revenue procedures and other administrative pronouncements and judicial decisions,
all as in effect as of the date hereof and all of which are subject to change, which may be
retroactive. Any change in these authorities may affect the opinions set forth herein.
An opinion of counsel is predicated upon all the facts and conditions set forth in the opinion
and is based upon counsel’s analysis of the statutes, regulatory interpretations and case law in
effect as of the date of the opinion. It is not a guarantee of the current status of the law and
should not be accepted as a guarantee that a court of law or an administrative agency will concur
in the opinion.
Based upon the foregoing, we hereby confirm our opinion, expressed under the heading “Material
Federal Income Tax Consequences—The Exchange” in the Preliminary Prospectus, that the exchange of
Patrons’ Equities for Preferred Stock should constitute a reorganization within the meaning of
Section 368(a)(1)(E) of the Code and that the Preferred Stock received by the Participants in the
Exchange will not constitute “section 306 stock” within the meaning of Section 306(c) of the Code.
In addition, based upon the foregoing, we hereby confirm that the discussion set forth under
the heading “Material Federal Income Tax Consequences” in the Preliminary Prospectus constitutes
our opinion and describes the material federal income tax consequences as of the date of the
Preliminary Prospectus to a U.S. holder of participation in the Exchange and of the ownership,
redemption and disposition of the Preferred Stock.
Our opinion is limited to the federal income tax matters expressly addressed herein. No
opinion is expressed and none should be inferred as to any other matter. Without limiting the
generality of the foregoing, we express no opinion, and no opinion should be inferred, regarding
whether Section 305(c) of the Code will apply in connection with the
Exchange, considered alone or in connection with prior exchanges of
Patrons’ Equities for Preferred Stock, including but not
limited to whether any Participant in the Exchange or other holder of
any equity interest in CHS will, as a result of
the Exchange, be deemed to receive a constructive distribution to which Section 301 of the Code applies by
means of Section 305(c) of the Code.
We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement
and to all references to our firm included in or made a part of the Preliminary Prospectus
constituting part of the Registration Statement. 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 Act or the
rules and regulations of the Commission thereunder.
| Very truly yours, |
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| /s/ Dorsey & Whitney LLP | ||||