Exhibit 8.1
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| | CLIFFORD CHANCE US LLP 31 WEST 52ND STREET NEW YORK, NY 10019-6131 TEL +I 212 878 8000 FAX +I 212 878 8375 www.cliffordchance.com |
May 31, 2019
Quotient Limited
Pentlands Science Park
Bush Loan, Penicuik, Midlothian
EH26 OPZ, United Kingdom
Ladies and Gentlemen:
We have acted as U.S. counsel to Quotient Limited, a company incorporated under the laws of Jersey, Channel Islands (the“Company”),in connection with the offering of ordinary shares, of no par value per share(“Ordinary Shares”),of the Company sold pursuant to the prospectus supplement dated May 31, 2019 (the“Prospectus Supplement”)and a registration statement on FormS-3 (FileNo. 333-226800) filed with the Securities and Exchange Commission (the“Commission”)on August 13, 2018 under the Securities Act of 1933, as amended (such registration statement, the“Registration Statement”).
For purposes of the opinion set forth below, we have, with the consent of the Company, relied upon the accuracy of the Registration Statement and the Prospectus Supplement.
Based upon and subject to the foregoing, and based upon the Internal Revenue Code of 1986, as amended, the United States Treasury regulations promulgated thereunder, judicial decisions, revenue rulings and revenue procedures of the Internal Revenue Service, and other administrative pronouncements, all as in effect on the date hereof, subject to the limitations set forth therein, the discussion contained in the Prospectus Supplement under the caption “CERTAIN U.S. FEDERAL TAX CONSIDERATIONS APPLICABLE TO HOLDERS OF ORDINARY SHARES” is our opinion as to the material United States federal income tax consequences to U.S. Holders (as defined therein) of the acquisition, ownership and disposition of the Ordinary Shares under currently applicable law.
Our opinion is based on current United States federal income tax law and administrative practice, and we do not undertake to advise U.S. Holders as to any future changes in United States federal income tax law or administrative practice that may affect our opinion unless we are specifically retained to do so. Further, legal opinions are not binding upon the Internal Revenue Service and there can be no assurance that contrary positions may not be asserted by the Internal Revenue Service.
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