Exhibit 8
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Suite 2800 1100 Peachtree St.
Atlanta GA 30309-4530
t 404 815 6500 f 404 815 6555
www.KilpatrickTownsend.com |
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March 23, 2011
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direct dial 404 815 6653
direct fax 404 541 3204
LFowler@KilpatrickTownsend.com |
Interface, Inc.
2859 Paces Ferry Road
Suite 2000
Atlanta, Georgia 30339
Ladies and Gentlemen:
We have acted as tax counsel to Interface, Inc., a Georgia corporation (the “Company”), in
connection with the offer by the Company to exchange (the “Exchange Offer”) its 7 5/8% Senior
Notes due 2018, Series B, for all outstanding 7 5/8% Senior Notes due 2018, Series A. This letter
will confirm that we have advised the Company with respect to certain United States federal income
tax consequences of the Exchange Offer, as described in the discussion set forth under the caption
“Certain U.S. Federal Income Tax Consequences” in the Prospectus included in the Registration
Statement on Form S-4 (the “Registration Statement”), filed on this date with the Securities and
Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Act”). Unless
otherwise defined, capitalized terms used herein shall have the respective meanings ascribed to
them in the Registration Statement.
We have based our opinions set forth in this letter on the provisions of the Internal Revenue
Code of 1986, as amended, existing and proposed Treasury Regulations and judicial decisions and
administrative interpretations thereunder, as of the date of this letter, all of which are subject
to change, possibly with retroactive effect, or to different interpretations.
Based on the assumptions and subject to the qualifications and limitations set forth therein,
we represent that (a) the discussion set forth under the caption “Certain U.S. Federal Income Tax
Consequences” in the Registration Statement constitutes our opinion of the material United States
federal income tax consequences of the Exchange Offer, and (b) such discussion accurately describes
the material United States federal income tax consequences of the acquisition, ownership and
disposition of the Notes. Such discussion is limited to the material United States federal income
tax consequences, and it does not purport to discuss all possible federal income tax consequences
or any state, local or foreign tax consequences, of the acquisition, ownership and disposition of
the Notes.
Interface, Inc.
March 23, 2011
Page 2
Except as stated above, we express no opinion with respect to any other matter. We are
furnishing this opinion to you solely in connection with the Exchange Offer, and this opinion is
not to be relied upon, circulated, quoted, or otherwise referred to for any other purpose.
We hereby consent to the filing of this opinion letter as an exhibit to the Registration
Statement, to the use of our name in the Registration Statement and to the reference to us and this
opinion letter in the Registration Statement. By giving such consent, we do not thereby admit that
we are “experts” with respect to this letter, as that term is used in the Act, or the rules and
regulations of the SEC thereunder.
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KILPATRICK TOWNSEND & STOCKTON LLP
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By: |
/s/ Lynn Fowler
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Lynn Fowler, a Partner |
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