Exhibit 8.2
| New York Menlo Park Washington DC São Paulo London | Paris Madrid Tokyo Beijing Hong Kong | |||||
 | ||||||
| Davis Polk & WardwellLLP | 212 450 4000 tel | |
| 450 Lexington Avenue | 212 701 5800 fax | |
| New York, NY 10017 |
June 27, 2014
| Re: | Auris Medical Holding AG Common Shares Offering |
Auris Medical Holding AG
Bahnhofstrasse 21
6300 Zug
Switzerland
Dear Ladies and Gentlemen:
We are acting as United States counsel to Auris Medical Holding AG, a corporation organized under the laws of Switzerland (the “Company”), in connection with the Company’s Registration Statement on Form F-1 filed with the United States Securities and Exchange Commission (the “Registration Statement”). We have examined such matters of fact and law as we have deemed necessary or advisable for the purpose of this opinion.
We hereby confirm our opinion set forth under the caption “Taxation – Material U.S. Federal Income Tax Considerations for U.S. Holders” in the Prospectus Supplement.
We are members of the Bar of the State of New York, and we express no opinion as to the laws of any jurisdiction other than the laws of the State of New York and the federal laws of the United States.
We hereby consent to the use of our name under the caption “Taxation” in the Prospectus Supplement and to the filing, as an exhibit to the Registration Statement, of this opinion.
In giving such consent we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.
Very truly yours,
/s/ Davis Polk & Wardwell LLP
Davis Polk & Wardwell LLP