Exhibit 8.1
[On Slaughter and May headed notepaper]
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| | | 7 November 2008 |
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| The Directors | | Your reference |
| Royal Dutch Shell plc | | |
| Shell Centre | | Our reference |
| London | | WNCW/TEMJ |
| SE1 7NA | | Direct line
020 7090 5007 |
Dear Sirs,
Registration Statement on Form F-3 of Royal Dutch Shell plc dated 7 November 2008 (the
“Registration Statement”): U.K. Tax Section
We have acted as legal advisers to Royal Dutch Shell plc (“RDS”) as to certain matters of U.K. tax law relevant to the preparation of the section of the Registration Statement entitled “Taxation - U.K. Taxation” (the “U.K. Tax Section”).
In that connection, we have examined the Registration Statement and such other documents as we believe to be necessary or appropriate for the purposes of this opinion.
Based upon the Registration Statement and those other documents and subject to the qualifications set out below and in the Registration Statement, we are of the opinion that the statements contained in the U.K. Tax Section, summarising the material U.K. tax consequences for a U.S. holder of the ownership and disposal of securities that may be offered by RDS or Shell International Finance B.V. (“Shell Finance”) pursuant to the Registration Statement, fairly summarise the matters therein described.
Our opinion is based upon existing statutory, regulatory and judicial authority, all of which may be changed at any time with retroactive effect. Any change in applicable laws or the current practice of HM Revenue and Customs, or any inaccuracy in the documents upon which we have relied, may affect the continuing validity of our opinion. We assume no responsibility to inform you of any such change or inaccuracy that may occur or come to our attention. Finally, our opinion is limited to the tax matters specifically covered in the U.K. Tax Section. We have not been asked to address, nor have we addressed, any other tax consequences for U.S. holders (or generally, tax consequences for RDS or Shell Finance).
We consent to the filing of this opinion with the Securities and Exchange Commission as Exhibit 8.1 to the Form F-3 Registration Statement and to the references to this opinion in the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules or regulations of the SEC promulgated under that section. This opinion is being provided to RDS in connection with the Registration Statement and may not be
reproduced, quoted, summarised or relied upon by any other person or for any other purpose without our express written consent.
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| | Yours faithfully,
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| | /s/ Slaughter and May | |
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