Exhibit 8.2
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Davis Polk & WardwellLLP 450 Lexington Avenue | 212 450 4000 tel 212 701 5800 fax
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September 24, 2018
Valtech SE
46 Colebrooke Row
London, N1 8AF, England,
United Kingdom
Ladies and Gentlemen:
We are acting as United States counsel to Valtech SE, a company incorporated in United Kingdom (the“Company”), in connection with the preparation of the registration statement on Form F-1 (the“Registration Statement”) and the related prospectus (the“Prospectus”) with respect to the Company's Class A ordinary shares to be offered in the Company's initial public offering (the“Class A ordinary shares”).The Company is filing the Registration Statement with the Securities and Exchange Commission under the Securities Act of 1933, as amended.
We have examined such matters of fact and law as we have deemed necessary or advisable for the purpose of our opinion.
We hereby confirm that our opinion as to the material U.S. federal income tax consequences to U.S. Holders of an investment in the Class A ordinary shares is set forth in full under the caption "Taxation – Material U.S. federal income tax considerations for U.S. holders" in the Prospectus.
We are members of the Bar of the State of New York, and we express no opinion as to the laws of any jurisdiction other than the laws of the State of New York and the federal laws of the United States.
We hereby consent to the use of our name under the caption“Taxation – Material U.S. federal income tax considerations for U.S. holders" and“Legal Matters" in the Prospectus included in the Registration Statement and to the filing, as an exhibit to the Registration Statement, of this letter.
In giving such consent we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.
| Very truly yours, | |
| /s/ Davis Polk & Wardwell LLP | |
| Davis Polk & Wardwell LLP |