Exhibit 8.2
Materialise NV Technologielaan 15 3001 Leuven (Heverlee) Belgium |
| Your reference: Our reference: 80-40624906 Direct Dial: +32 2 533 5073 alexandre.ooms@cliffordchance.com
15 September 2016 |
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Dear Sirs,
Materialise NV – Offer and resale of up to 35,032,250 American Depository Shares representing ordinary shares of Materialise NV
1. | We have acted as Belgian legal counsel to Materialise NV, a limited liability company (“naamloze vennootschap”) incorporated under Belgian law with registered office at Technologielaan 15, 3001 Leuven (Heverlee), Belgium, and enterprise number 0441.131.254 RPR/RPM Leuven (the “Company”), on certain legal matters of Belgian law in connection with the Company’s registration statement (the “Registration Statement”) on Form F-3 filed with the United States Securities and Exchange Commission (the “Commission”) under the United States Securities Act of 1933, as amended (the “Securities Act”), in respect of the proposed offer and resale from time to time by certain shareholders identified in the Registration Statement of up to 35,032,250 American Depository Shares (“ADSs”), representing ordinary shares of the Company covered by the Registration Statement to which this opinion is an exhibit. |
2. | For the purpose of this opinion we have examined the following documents (the “Documents”): |
(a) | the Registration Statement; |
together with such other publicly available documents as we have considered it necessary or desirable. |
3. | Our opinion is based upon the following assumptions: |
(a) | the statements of facts contained in the Documents are accurate and complete; |
(b) | that documents examined by us in draft form have been and, for those that have not been executed yet, will be executed substantially in such form; |
(c) | that the respective parties to all Documents and all persons having obligations thereunder will act in all respects at all relevant times in conformity with the requirements and provisions of the Documents; and |
(d) | no person will conduct any activities on behalf of the Company other than as contemplated by the Documents. |
4. | Based upon the foregoing, and subject to the qualifications, assumptions, and limitations stated herein and in the Registration Statement, the legal statements set forth in the Registration Statement under the heading “Taxation – Belgian Taxation”, insofar as such statements discuss the material Belgian tax consequences of the ownership of ADSs by a U.S. holder of ADSs, represent our opinion with respect to and limited to the matters referred to therein. |
5. | This opinion speaks as of its date and is confined to and is given solely on the basis of Belgian tax law as presently in force, and as generally interpreted and applied by the Belgian courts and authorities on the same date. This opinion may be affected by amendments to the tax law or to the regulations thereunder or by subsequent judicial or administrative interpretations thereof, which might be enacted or applied with retroactive effect for the current tax assessment period. We express no opinion herein other than as to the tax law of Belgium as in effect on the date hereof. |
6. | We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the caption “Legal Matters” in the prospectus, which is a part of the Registration Statement. In giving this consent, we do not concede that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder. |
7. | This opinion is addressed to and solely for the benefit of the Company and is not intended to create third party rights pursuant to the Belgian Civil Code and, except with our prior written consent, is not to be transmitted or disclosed to or used or relied upon by any other person, provided, however, that it may be relied upon by persons entitled to rely on it pursuant to applicable provisions of U.S. federal securities law. |
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8. | This opinion is to be governed by and construed in accordance with Belgian law as of the date hereof and the competent courts of Brussels, Belgium shall have exclusive jurisdiction in connection with any disputes arising hereunder or in relation hereto. |
Very truly yours,
/s/ Clifford Chance LLP
Clifford Chance LLP
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