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- F-1 Registration statement (foreign)
- 3.1 Statuts (Articles of Association) of Ternium S. A.
- 4.1 Form of American Depositary Receipt
- 5.1 Form of Opinion of Elvinger, Hoss & Prussen, Luxembourg Counsel to Registrant
- 8.1 Form of Opinion of Elvinger, Hoss & Prussen As to Certain Luxembourg Tax Matters
- 8.2 Form of Opinion of Sullivan & Cromwell LLP As to Certain U.S. Tax Matters
- 10.1 Participation Agreement Dated 06/20/2003 B/W Sidor, Ca & Ylopa Servicos
- 10.2 Participation Agreement Dated 06/20/2003 B/W Sidor Ca & Corporacion Venezolan
- 10.3 Form of Corporate Reorganization Agrmt. B/W Ternium Sa & Inversora Siderurgica
- 10.4 Shareholders' Agreement Dated 07/20/2005 B/W I.i.i. & Usiminas
- 10.5 Shareholders' Agreement Dated 01/09/2006 B/W Tenaris Sa & Inversora Siderurgica
- 10.6 Contribution and Subscription Agreement Dated 09/15/2005
- 10.7 Convertible & Subordinated Loan Agreement Dated 07/28/05
- 10.8 Convertible & Subordinated Loan Agreement Dated 07/28/2005
- 10.9 Second Convertible & Subordinated Loan Agrmt. Dated 08/16/2005
- 10.10 Convertible & Subordinated Loan Agreement Dated 08/04/2005
- 10.11 Second Convertible & Subordinated Loan Agrmt. Dated 08/18/2005
- 10.12 Convertible & Subordinated Loan Agreement, Dated 08/16/2005
- 10.13 Second Amended & Restated Credit Agrmt. Dated 08/16/2005
- 10.14 Ternium Accession Agreement, Dated As of 09/22/2005
- 21.1 List of Subsidiaries of Ternium S. A.
- 23.3 Consents of Pricewaterhouse & Co. SRL, Argentina
- 23.4 Consent of Pricewaterhousecoopers SC, Mexico
Exhibit 8.2
[Letterhead of Sullivan & Cromwell LLP]
, 2005
Ternium S.A.,
46a, Avenue John F. Kennedy – 2nd Floor, |
L-1855 Luxembourg. |
Ladies and Gentlemen:
We have acted as special tax counsel to Ternium S.A. (the “Company”) in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of $ aggregate principal amount of ADSs of the Company. We hereby confirm that the discussion set forth under the heading “Taxation – United States” in the Prospectus of the Company with respect to the ADSs, which is part of the Company’s Registration Statement on Form F-1 filed on this date, is our opinion.
We hereby consent to the reference to us in the Prospectus under the caption “Taxation – United States” and the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act.
Very truly yours, |
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