OPINION OF SIMMONS & SIMMONS
Published on July 29, 1999
EXHIBIT 8(a)
OPINION OF SIMMONS & SIMMONS
[Letterhead of Simmons & Simmons]
July 29, 1999
Wal-Mart Stores, Inc.
702 S.W. 8th Street
Bentonville
Arkansas 72716
Ladies and Gentlemen:
We have acted as special United Kingdom tax counsel to Wal-Mart Stores, Inc., a
Delaware corporation (the "Company"), in connection with the Company's
registration of 17,000,000 shares of its common stock, $0.10 par value per share
(the "Shares"), pursuant to a Registration Statement on Form S-8 (the
"Registration Statement") as filed on July 29, 1999 with the United States
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended. The Registration Statement registers the Shares for offer
and sale pursuant to the stock options (the "Options") granted under The ASDA
Colleague Share Ownership Plan, The ASDA Group Long Term Incentive Plan, The
ASDA Group PLC Sharesave Scheme, The ASDA 1984 Executive Share Option Scheme and
The ASDA 1994 Executive Share Option Scheme (collectively, the "Plans").
As a part of our representation of the Company, we have reviewed the discussions
under the captions "What are the tax consequences of the rollover of the ASDA
options to you under the United Kingdom's tax laws?" and "What are the tax
consequences of exercising your rollover options under the United Kingdom's tax
laws?" that appear in each prospectus to be provided under the Registration
Statement in connection with the offer and sale of the Shares pursuant to the
Options (the "Tax Discussions"). We are of the opinion that the Tax Discussions
fairly summarise the material income tax consequences under the laws of the
United Kingdom to the holders of the Options of their rollover into, and
exercise of, the Options.
This opinion is based on the laws of the United Kingdom as in effect on the date
of this opinion. Those laws are subject to change, possibly retroactively. A
change in law could materially affect the income tax consequences under the laws
of the United Kingdom for the holders of the Options.
This opinion may be filed as an exhibit to the Registration Statement. In giving
this consent, we do not admit that we are included in the category of persons
whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission promulgated thereunder.
Yours faithfully,
/s/ Simmons & Simmons
Simmons & Simmons