(i) the Merger Agreement; (ii) the registration statement on Form S-4/A filed with the Securities and Exchange Commission on _____, 2021 with respect to the transactions contemplated by the Merger Agreement, including the Proxy Statement/Prospectus of the Company and STAR (as amended or supplemented through the date hereof, the “Registration Statement”); (iii) a certificate executed by duly appointed officers of the Company (the “Company Officer’s Certificate”) setting forth certain factual representations, dated _____, 2021; and (iv) a certificate executed by duly appointed officers of STAR setting forth certain factual representations, dated _______, 2021 (together with the Company Officer’s Certificate, the “Officer’s Certificates”). In addition, we have examined such other documents as we have considered relevant to our analysis, including the opinion of counsel to be received by STAR from Morrison & Foerster LLP pursuant to Sections 6.11(b) and 7.03(e) of the Merger Agreement (the “Mofo Opinion”). In our examination of such documents, we have assumed the authenticity of original documents, the accuracy of copies, the genuineness of signatures, and the legal capacity of signatories. We have also assumed that all parties to such documents have acted, and will act, in accordance with the terms of such documents.
In addition, for purposes of our opinion and with your consent (without undertaking any independent investigation thereof) we have assumed that: (i) the Merger will be consummated in the manner contemplated by the Registration Statement and in accordance with applicable state law and the terms of the Merger Agreement (including satisfaction of all pre-closing covenants and conditions to the obligations of the parties), without waiver or modification of the material terms and conditions thereof; (ii) the statements concerning the Merger and the parties thereto as set forth in the Merger Agreement are true, complete and correct, and the Registration Statement is true, complete and correct; (iii) the statements and representations contained in the Officers’ Certificates are true, complete and correct and will remain true, complete and correct at all times up to and including the effective time of the Merger; (iv) all statements and representations qualified by knowledge, belief or materiality or comparable qualification are and will be true, complete and correct as if made without such qualification; (v) all documents submitted to us as originals are authentic, all documents submitted to us as copies conform to the originals, and all relevant documents have been or will be duly executed in the form presented to us and that all natural persons are of legal capacity; (vi) the Company, STAR and their respective subsidiaries and affiliates will treat the Merger for U.S. federal income tax purposes in a manner consistent with this opinion and all applicable tax reporting requirements have been or will be satisfied; and (vii) the Mofo Opinion has been concurrently delivered and not withdrawn.
Our opinion expressed herein is based upon the provisions of the Code, applicable Treasury Regulations promulgated thereunder, published pronouncements of the Internal Revenue Service (the “IRS”), and judicial decisions, all as currently in effect as of the date hereof and all of which are subject to potential change, either prospectively or retroactively. Furthermore, our opinion represents only our best judgment of how a court would conclude if presented with the issues addressed herein and is not binding upon either the IRS or any court. Thus, no assurance can be given that a position taken in reliance on our opinion will not be challenged by the IRS or rejected by a court.
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