
AVROBIO, Inc.
April 15, 2024
Page 2
simple agreements for future equity (SAFEs)) and/or other securities of Tectonic (if any) who exercise and perfect appraisal or dissenters rights in respect of such securities will not adversely impact AVROBIO’s ability to acquire and retain control (within the meaning of Section 368(c) of the Code) in exchange for solely voting stock of AVROBIO pursuant to the Merger as required by Section 368(a)(2)(E) of the Code.
We also have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as copies, the authority and capacity of the individual or individuals who executed any such documents on behalf of any person, the conformity to the final documents of all documents submitted to us as drafts and the accuracy and completeness of all records made available to us. In addition, we have assumed that (i) the Merger will be consummated in accordance with the Merger Agreement, (ii) the Merger Agreement and the ancillary agreements thereto represent the entire understanding of AVROBIO, Tectonic and Merger Sub with respect to the Merger, (iii) each of the parties to the Merger Agreement will comply with all reporting obligations with respect to the Merger required under the Code and the Treasury Regulations thereunder, and (iv) the Merger Agreement is valid and binding in accordance with its terms.
Any inaccuracy in, or breach of, any of the aforementioned statements, representations, warranties and assumptions or any change after the date hereof in applicable law could adversely affect our opinion. No ruling has been or will be sought from the Internal Revenue Service by any party to the Merger Agreement as to the federal income tax consequences of any aspect of the Merger.
* * * *
Based upon and subject to the foregoing, as well as the limitations set forth below, it is our opinion, under currently applicable United States federal income tax law, that the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code, and we hereby confirm that the discussion contained in the Proxy Statement/Prospectus under the caption “Material U.S. Federal Income Tax Consequences of the Merger,” insofar as it addresses the material U.S. federal income tax considerations of the Merger for beneficial owners of shares of Tectonic common stock, subject to the limitations, qualifications, and assumptions described therein, constitutes our opinion of the material tax consequences of the Merger.
* * * *