Exhibit 8.1
Sherman & Howard L.L.C. | | ATTORNEYS & COUNSELORS AT LAW 633 SEVENTEENTH STREET, SUITE 3000 DENVER, COLORADO 80202 TELEPHONE: (303) 297-2900 FAX: (303) 298-0940 WWW.SHERMANHOWARD.COM |
July 9, 2013
QVC, Inc.
1200 Wilson Drive
West Chester, Pennsylvania 19380
Re: QVC, Inc.
Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as special counsel to QVC, Inc., a Delaware corporation (the “Issuer”) and the guarantors listed on Schedule I hereto (together with the Issuer, the “Credit Parties”), in connection with the public offering of $750,000,000 aggregate principal amount of the Issuer’s 4.375% Senior Secured Notes due 2023 (the “2023 Exchange Notes”) and $300,000,000 aggregate principal amount of the Issuer’s 5.950% Senior Secured Notes due 2043 (the “2043 Exchange Notes” and together with the 2023 Exchange Notes, the “Exchange Notes”). The Exchange Notes are to be issued pursuant to an exchange offer (the “Exchange Offer”) pursuant to which the 2023 Exchange Notes will be issued in exchange for a like principal amount of the Issuer’s issued and outstanding 4.375% Senior Secured Notes due 2023 (the “Original 2023 Notes”) and the 2043 Exchange Notes will be issued in exchange for a like principal amount of the Issuer’s issued and outstanding 5.950% Senior Secured Notes due 2043 (the “Original 2043 Notes” and together with the Original 2023 Notes, the “Original Notes”) pursuant to (i) the Registration Statement on Form S-4 (the “Registration Statement”) as filed by the Credit Parties on the date hereof with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Act”), and (ii) the related prospectus (the “Prospectus”) that forms a part of the Registration Statement.
Subject to the assumptions, qualifications and limitations set forth in the discussion in the Prospectus under the caption “U.S. federal income tax consequences,” we confirm that such discussion, insofar as it concerns conclusions of law, constitutes our opinion as to the material U.S. federal income tax consequences relating to the exchange of Original Notes for Exchange Notes pursuant to the Exchange Offer and of the ownership and disposition of Exchange Notes acquired pursuant to the Exchange Offer.
We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are experts within the meaning of the Securities Act or the rules and regulations of the Commission.
| Very truly yours, |
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| /s/ Sherman & Howard L.L.C. |
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| SHERMAN & HOWARD L.L.C. |
Schedule I
List of Guarantors
Subsidiary Guarantor | | State or Other Jurisdiction of
Incorporation or Organization |
Affiliate Investment, Inc. | | Delaware |
Affiliate Relations Holdings, Inc. | | Delaware |
AMI 2, Inc. | | Delaware |
ER Marks, Inc. | | Delaware |
QVC International LLC | | Delaware |
QVC Rocky Mount, Inc. | | North Carolina |
QVC San Antonio, LLC | | Texas |
