instruments and such certificates or comparable documents of public officials and of officers and representatives of Parent and the Company, and have made such other and further investigations as we have deemed necessary or appropriate as a basis for the opinion hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents.
In rendering such opinion, we have assumed, with your permission, that (i) the Mergers will be effected in accordance with the Merger Agreement, (ii) the statements concerning the Mergers set forth in the Merger Agreement and the Registration Statement are true, complete and correct and will remain true, complete and correct at all times up to and including the Effective Times, (iii) the representations made by Parent and the Company in their respective Representation Letters are true, complete and correct and will remain true, complete and correct at all times up to and including the Effective Times and (iv) any representations made in the Merger Agreement or the Representation Letters “to the knowledge of”, or based on the belief of, Parent and/or the Company are true, complete and correct and will remain true, complete and correct at all times up to and including the Effective Times, in each case without such qualification. We have also assumed that each of Parent and the Company has complied with and, if applicable, will continue to comply with, its respective covenants contained in the Merger Agreement at all times up to and including the Effective Times.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that the Mergers, taken together, constitute an integrated plan of the type contemplated in Internal Revenue Service Revenue Ruling 2001-46 and will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”).
We express our opinion herein only as to those matters specifically set forth above and no opinion should be inferred as to the tax consequences of the Mergers under any state, local or foreign law, or with respect to other areas of U.S. federal taxation. We do not express any opinion herein concerning any law other than U.S. federal income tax law.
Our opinion is based on the Code, United States Treasury regulations, administrative interpretations and judicial precedents as of the date hereof. If there is any subsequent change in the applicable law or regulations, or if there are subsequently any new applicable administrative or judicial interpretations of the law or regulations, or if there are any changes in the facts or circumstances surrounding the Mergers, the opinion expressed herein may become inapplicable.
This opinion letter is rendered to you in connection with the above-described transaction. This opinion may not be relied upon by you for any other purposes, or relied upon by, or furnished to, any other person, firm or corporation without our prior written consent.
Notwithstanding the foregoing, we hereby consent to the filing of the form of this opinion as Exhibit 12 to the Registration Statement and to the references to our firm name therein.
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Very truly yours, /s/ Simpson Thacher & Bartlett LLP |
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