Exhibit 8.1
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March 16, 2015
Mobileye N.V.
Har Hotzvim, 13 Hartom Street
P.O. Box 45157
Jerusalem 97775, Israel
Ladies and Gentlemen:
We have acted as United States counsel to Mobileye N.V. (the “Company”), a Dutch limited liability company, in connection with the preparation of the registration statement on Form F-1 (File No. 333-201614), filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”) on January 21, 2015 and any amendments thereto (the “Registration Statement”) and the related prospectus (the “Prospectus”) with respect to the offer and sale of the Company’s ordinary shares, nominal value €0.01 per share. This opinion is furnished in connection with the Registration Statement.
In that connection, we have reviewed the Registration Statement and the Prospectus, and made such legal and factual examinations and inquiries, as we have deemed necessary or appropriate for purposes of our opinion. In rendering this opinion, we have, with the consent of the Company, relied upon the accuracy of the facts, representations and other matters set forth in the Registration Statement and Prospectus. In our examination of documents, we have assumed the authenticity of original documents, the accuracy of copies, the genuineness of signatures, the legal capacity of signatories, and the proper execution of the documents. We have further assumed that all parties to the documents have acted, and will act, in accordance with the terms and conditions of such documents, including any covenants and agreements contained therein, without the waiver or modification of any such terms, conditions, covenants or agreements. We have not attempted to verify independently such assumptions, but nothing has come to our attention in the course of our representation that would cause us to question the accuracy thereof. Terms defined in any of the foregoing documents shall be defined for purposes of this opinion as defined therein.
Based on and subject to the foregoing, although the information set forth under the heading “Material U.S. Federal Income Tax Considerations” in the Prospectus does not purport to discuss all possible U.S. federal income tax consequences of an investment in the ordinary
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shares, in our opinion, subject to the limitations and qualifications described in the Prospectus, and except for the specific discussion regarding the Company’s belief that it will not be a passive foreign investment company for its current taxable year, the information set forth under the heading “Material U.S. Federal Income Tax Considerations”, to the extent such information constitutes matters of law or legal conclusions, is fair and accurate in all material respects as of the date of the Prospectus. We note that, because the determination of the Company’s status as a passive foreign investment company for U.S. federal income tax purposes is based on an annual determination that cannot be made until the close of a taxable year, and involves extensive factual investigation, we do not express any opinion herein with respect to the Company’s status as a passive foreign investment company.
The opinion expressed above is based on existing provisions of the Internal Revenue Code of 1986, as amended (the “Code”), existing Treasury Regulations, published interpretations of the Code and such Regulations by the Internal Revenue Service, and existing court decisions, any of which could be changed at any time. Any such changes may or may not be retroactively applied. We do not undertake to advise you as to any future changes in U.S. 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. Any variation or difference in any fact from those set forth or assumed either herein or in the Registration Statement or Prospectus may affect the conclusions stated herein.
We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement. In giving this consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder. This opinion is expressed as of the date hereof and applies only to the disclosure under the heading “Material U.S. Federal Income Tax Considerations” set forth in the Prospectus filed as of the date hereof. We disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or any subsequent changes in applicable law.
Very truly yours,
/s/ Morrison & Foerster LLP