Exhibit 8.2
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![LOGO](https://capedge.com/proxy/S-4A/0001193125-23-003729/g401639gra0061.jpg) | | Wilson Sonsini Goodrich & Rosati Professional Corporation 1881 9th Street Suite 110 Boulder, CO 80302 O: 303.256.5900 F: 866.974.7329 |
January 6th, 2023
Enliven Therapeutics, Inc.
6200 Lookout Road
Boulder, CO 80301
| Re: | Tax Opinion Regarding the Merger |
Ladies and Gentlemen:
We have acted as tax counsel to Enliven Therapeutics, Inc., a Delaware corporation (“Merger Partner”) in connection with the merger (the “Merger”) to occur pursuant to that certain Agreement and Plan of Merger (as amended or supplemented through the date hereof, the “Merger Agreement”), dated as of October 13, 2022, by and among Imara, Inc., a Delaware corporation (“Public Company”), Iguana Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Public Company (“Merger Sub”), and Merger Partner. Except as otherwise provided, capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement.
This opinion is being delivered to you in connection with the filing of a registration statement of Public Company on Form S-4 initially filed with the Securities and Exchange Commission on November 10, 2022 (as amended and supplemented through the date hereof, the “Registration Statement”).
In our capacity as tax counsel to Merger Partner in connection with the Merger, and for purposes of rendering this opinion, we have reviewed and relied upon: (i) the Merger Agreement; (ii) tax representation letters of Public Company, Merger Sub and Merger Partner (collectively, the “Parties”), dated as of the date hereof and delivered to us for purposes of this opinion (the “Tax Representation Letters”); (iii) the Registration Statement; and (iv) such other documents, records and papers as we have deemed necessary or appropriate in order to give the opinion set forth herein.
For purposes of the opinion set forth below, we have assumed that: (i) the statements and representations (which statements and representations we have neither independently investigated nor verified) contained, respectively, in the Merger Agreement, and in the other documents contemplated by the Merger Agreement or entered into in connection therewith (collectively, the “Transaction Documents”), the Tax Representation Letters and the Registration Statement are true, complete and correct as of the date hereof and will remain true, complete and correct at all times up to and including the Effective Time (and thereafter when relevant); (ii) all statements and representations qualified by knowledge, belief or materiality or comparable qualification, are and will be true, complete and correct as if made without such qualification; (iii)
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