Exhibit 8.2
[•], 2018
Oi S.A. – In Judicial Reorganization Rua Humberto de Campos, 425, 8th floor, Leblon 22430-190 Rio de Janeiro, RJ, Brazil |  |
Re: Oi S.A. – In Judicial Reorganization Registration Statement
Ladies and Gentlemen:
We have acted as special United States federal income tax counsel to Oi S.A. – In Judicial Reorganization, a corporation (sociedade anônima) organized under the laws of the Federative Republic of Brazil (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on FormF-1, RegistrationNo. 333-227176 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”) The Registration Statement includes a prospectus (the “Prospectus”) to be furnished to securityholders of the Company in connection with the issuance by the Company to: (1) holders of common shares of the Company (the “Common Shares”) and holders of preferred shares of the Company (the “Preferred Shares”), in each case as owned on a record date (the “Qualifying Shareholders”), of transferable rights (the “Common Shares Rights”) entitling the Qualifying Shareholders to purchase new Common Shares (the “New Common Shares”); and (2) holders of American Depositary Shares (“ADSs”), each representing five Common Shares (the “Common ADSs”), and holders of ADSs, each representing one Preferred Share (the “Preferred ADSs”), in each case as owned on a record date (the “Qualifying ADS Holders”), of transferable rights (the “Common ADS Rights”) entitling the Qualifying ADS Holders to purchase new Common ADSs (the “New Common ADSs”). The Registration Statement relates to the issuance by the Company of: (i) the Common Share Rights; (ii) the Common ADS Rights; (iii) the New Common Shares issuable upon exercise of the Common Share Rights; and (iv) the New Common ADSs issuable upon exercise of the Common ADS Rights. The Common Share Rights, the Common ADS Rights, the New Common Shares and the New Common ADSs are collectively referred to herein as the “Securities.” You have requested our opinion regarding certain United States federal income tax considerations that may be relevant to prospective holders of the Securities. In rendering our opinion, we have examined and relied upon the truth, accuracy, and completeness of the facts, statements and representations contained in (i) the Registration Statement, and (ii) such other documents, certificates, records, statements and representations made by the Company as we have deemed necessary or appropriate as a basis for the opinion set forth below. We have not, however, undertaken an independent investigation of any factual matters set forth in any of the foregoing.
[•], 2018
In addition, we have assumed, with your permission, (i) that the statements and representations concerning the Company and its operations contained in the Registration Statement are true, correct and complete and will remain true, correct and complete at all relevant times and (ii) the authenticity of original documents submitted to us, the conformity to the originals of documents submitted to us as copies, and the due and valid execution and delivery of all such documents where due execution and delivery are a prerequisite to the effectiveness thereof.
We hereby confirm that based on certain representations obtained from officers and other representatives of the Company, the discussion contained under the captions “Taxation—Certain United States Federal Income Tax Considerations” in the Registration Statement, subject to the assumptions, qualifications and limitations contained therein, set forth our opinion as to the material U.S. federal income tax considerations generally applicable to the ownership and disposition of the Securities by “U.S. Holders” (as such term is defined in such discussion in the Registration Statement).
We hereby consent to the discussion of this opinion in the Registration Statement, to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act, nor do we admit that we are experts with respect to any part of the Registration Statement within the meaning of the term “expert” as used in the Securities Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,