Exhibit (h)
[Letterhead Of Wachtell, Lipton, Rosen & Katz]
August 8, 2007
Expedia, Inc.
3150 139th Avenue, SE
Bellevue, Washington 98005
IAC/InterActiveCorp
152 West 57th Street
New York, New York 10019
Ladies and Gentlemen:
We have acted as special tax counsel to Expedia, Inc., a Delaware corporation
(Expedia), in connection with the proposed purchase by Expedia, pursuant to a tender
offer (the Proposed Transaction), of up to 25,000,000 shares of its common stock, par
value $.001 per share (Expedia Common Stock), representing approximately 9% of the
Expedia Common Stock outstanding as of July 13, 2007 and approximately 8% of the total number of
shares of Expedia Common Stock and Expedia Class B Common Stock outstanding as of such date, and,
subject to certain conditions and applicable law, the potential purchase by Expedia of up to an
additional 2% of the outstanding shares of Expedia Common Stock, in each case as described in the
tender offer statement, filed on Schedule TO with the Securities and Exchange Commission on June
29, 2007, as amended and supplemented through the date hereof (the Tender Offer
Statement), and in the offer to purchase, dated June 29, 2007, as amended and supplemented
through the date hereof (together with the Tender Offer Statement, the Offering
Documents).
At your request, and pursuant to Section 4(c) of the Tax Sharing Agreement, dated as of August
9, 2005, by and between IAC/InterActiveCorp, a Delaware corporation (IAC) and Expedia
(the Tax Sharing Agreement), we are rendering our opinion regarding
[Letterhead Of Wachtell, Lipton, Rosen & Katz]
certain United States federal income tax consequences of the Proposed Transaction. In
connection with rendering our opinion, we have reviewed the Tax Sharing Agreement, the Offering
Documents and such other documents as we have deemed necessary or appropriate for purposes of our
opinion.
For purposes of the opinion set forth below, we have relied, with the consent of Expedia and
IAC, upon the accuracy and completeness of the statements and representations contained in the
officers certificate of Expedia dated the date hereof (the Officers Certificate), and
have assumed that such statements and representations are true, complete and correct (and will
remain true, complete and correct at all times up to and including the time of the Proposed
Transaction), and that all such statements and representations made to the knowledge of any person
or entity or with similar qualification are and will be true and correct as if made without such
qualification. We have also assumed that the Spin-Off-Related Transactions1 would have
qualified for Tax-Free Status if the Proposed Transaction did not occur.
Based upon and subject to the foregoing, it is our opinion, under currently applicable United
Stated federal income tax law, that the Proposed Transaction will not disqualify the Spin-Off
Related Transactions from Tax-Free Status.
Our opinion is based on current provisions of the Internal Revenue Code of 1986, as amended,
Treasury Regulations promulgated thereunder, published pronouncements of the Internal Revenue
Service and judicial precedents in effect as of the date hereof, all of which are subject to change
at any time. Any change in applicable laws or the facts and circumstances surrounding the Proposed
Transaction, or any inaccuracy in the statements, facts, assumptions or representations upon which
we have relied, may affect the continuing validity of our opinion as set forth herein. We assume
no responsibility to inform you of any such change or inaccuracy that may occur or come to our
attention.
Our opinion is limited to the U.S. federal income tax matters specifically addressed above.
This opinion is rendered solely to Expedia and to IAC in connection with such matters and may not
be relied upon for any other purpose or by any other person without our prior written consent.
We hereby consent to the filing of this opinion with the Securities and Exchange Commission as
an exhibit to the Tender Offer Statement, and to the references therein to us.
Very truly yours,
/s/ Wachtell, Lipton, Rosen & Katz
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Capitalized terms used and not defined herein
have the meanings ascribed to them in the Tax Sharing Agreement. |