Exhibit 8.1
WillScot Mobile Mini Holdings Corp. 4646 E. Van Buren Street, Suite 400 Phoenix, Arizona 85008 | Allen Overy Shearman Sterling US LLP 1221 Avenue of the Americas New York, NY 10020 |
| | Tel | +1 212 610 6300 |
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June 4, 2024
| RE: | WillScot Mobile Mini Holdings Corp. Registration Statement on Form S-4 |
Ladies and Gentlemen:
We have acted as special United States tax counsel for WillScot Mobile Mini Holdings Corp. in connection with the preparation of the registration statement on Form S-4 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”) on the date hereof, of which the joint proxy statement/prospectus (the “Prospectus”) forms a part. The Registration Statement and Prospectus relate to the proposed merger of Brunello Merger Sub I, Inc. into McGrath RentCorp with McGrath RentCorp surviving (the “First-Step Merger”) immediately followed by the merger of McGrath RentCorp into Brunello Merger Sub II, LLC with Brunello Merger Sub II, LLC surviving (the “Second-Step Merger” and, together with the First-Step Merger, the “Mergers”) pursuant to the agreement and plan of merger entered into between WillScot Mobile Mini Holdings Corp., Brunello Merger Sub I, Inc., Brunello Merger Sub II, LLC and McGrath RentCorp dated January 28, 2024 (the “Merger Agreement”).
As United States tax counsel, we have advised WillScot Mobile Mini Holdings Corp. with respect to the discussion set forth under the heading “Material U.S. Federal Income Tax Consequences of the Integrated Mergers” (the “Discussion”) in the Prospectus. Subject to the limitations and conditions set forth therein, the Discussion, insofar as such discussion purports to summarize the U.S. federal income tax matters referred to therein, is our opinion as to the material U.S. federal income tax consequences to U.S. Holders and Non-U.S. Holders that exchange their shares of McGrath Common Stock for the Merger Consideration.
We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement, and to the references therein to us. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.
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The statements set forth in the Discussion are not binding on the Internal Revenue Service (the “IRS”) or the courts and, accordingly, there can be no assurances that the IRS will not contend, and that a court will not ultimately hold, that any of the conclusions set forth therein are incorrect. Such opinions are based on the Internal Revenue Code of 1986 (the “Code”), as amended, Treasury regulations, case law and IRS rulings or pronouncements, in each case as currently in effect as of the date hereof. These authorities are all subject to change and such change may be made with retroactive effect. We can give no assurance that after any such change, our opinion would remain unchanged. We undertake no responsibility to update or supplement this opinion.
Very truly yours,
/s/ Allen Overy Shearman Sterling US LLP
Allen Overy Shearman Sterling US LLP
