EXHIBIT 8
April 26, 2010
CBOE Holdings, Inc.
400 South LaSalle Street
Chicago, Illinois 60605
Re: Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as special counsel to CBOE Holdings Inc., a Delaware corporation (the “Company”), in connection with its filing of a Registration Statement on Form S-4 (the “Registration Statement”) relating to the proposed Merger pursuant to an Agreement and Plan of Merger by and among Chicago Board Options Exchange, Incorporated, a Delaware corporation, the Company and CBOE Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (the “Agreement”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Agreement.
In connection with our opinion, we have examined the Registration Statement, including the exhibits thereto, and such other documents, corporate records and instruments, and have examined such laws and regulations, as we have deemed necessary for the purposes of this opinion. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as copies and the authenticity of the originals of such latter documents.
We hereby confirm that, subject to the limitations and qualifications set forth therein, the discussion in the Registration Statement under the caption “Material U.S. Federal Income Tax Consequences of the Restructuring Transaction and the Post-Restructuring Special Dividend” constitutes our opinion as to the material U.S. federal income tax consequences of the Merger to U.S. holders of CBOE memberships and of any dividend paid by CBOE Holdings immediately after the Merger to U.S. holders of CBOE memberships.
Our opinion is based on current provisions of the Internal Revenue Code of 1986, as amended, final, temporary or proposed Treasury regulations promulgated thereunder, judicial opinions, published positions of the Internal Revenue Service and all other applicable authorities, any of which may be changed at any time with retroactive effect. Any change in applicable laws
or facts and circumstances, or any inaccuracy in the statements, facts, assumptions and representations on which we have relied, may affect the continuing validity of the opinions set forth herein.
We hereby consent to the discussion of our opinion in the Registration Statement, the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the caption “Legal Matters.”
| Very truly yours, | |
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| SCHIFF HARDIN LLP | |
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| By: | /s/ Larry Jacobson |
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| Larry Jacobson |