Exhibit 8
599 LEXINGTON AVENUE | NEW YORK | NY | 10022-6069
WWW.SHEARMAN.COM | T +1.212.848.4000 | F +1.212.848.7179
August 29, 2007
Gol Linhas Aéreas Inteligentes S.A.
Rua Gomes de Carvalho 1629
Via Olímpia
04547-006 São Paulo, São Paulo
Federative Republic of Brazil
Gol Finance
PO Box 309GT
Ugland House, South Church Street
George Town, Grand Cayman
Cayman Islands
Registration Statement on Form F-4
Ladies and Gentlemen:
We are acting as special United States federal income tax counsel to GOL Finance, an exempted limited liability company organized under the laws of the Cayman Islands (“Finance”), and Gol Linhas Aéreas Inteligentes S.A., a sociedade anônima organized under the laws of the Federative Republic of Brazil (“Company”), in connection with the preparation and filing by Finance and the Company of a registration statement on Form F-4, (the “Registration Statement”) that will be filed with the Securities and Exchange Commission (the “Commission”) on August 29, 2007 in respect of the exchange by Finance of unregistered notes for exchange notes.
We hereby confirm that the discussion under the caption “Taxation—Material United States Federal Income Tax Considerations” in the Registration Statement, insofar as such discussion represents legal conclusions or statements of United States federal income tax law, subject to the limitations and conditions set forth therein, constitutes our opinion as to the material United States federal income tax considerations relevant to the exchange offer, and ownership and disposition of the notes by “U.S. Holders” (as such term is defined in such discussion in the Registration Statement).
We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement.
Very truly yours, |
/s/ SHEARMAN & STERLING LLP |
Shearman & Sterling LLP |
DJL/END
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