Exhibit 8.1
AND AFFILIATED PARTNERSHIPS
300 North LaSalle
Chicago, IL 60654
United States
| +1 312 862 2000 | Facsimile: +1 312 862 2200 |
www.kirkland.com
August 10, 2018
Best Western International, Inc.
6201 North 24th Parkway
Phoenix, Arizona 85016-2023
Ladies and Gentlemen:
We have acted as counsel to Best Western International, Inc., an Arizona nonprofit corporation (“Best Western”), in connection with the proposed conversion (the “Conversion”) occurring pursuant to the Plan of Merger (the “Plan”), in the form filed with the Registration Statement (as defined below) as Appendix A. Capitalized terms not otherwise defined herein shall have the same meanings as set forth in the Plan.
Best Western has filed with the Securities and Exchange Commission on or about August 10, 2018, under the Securities Act of 1933, as amended, a registration statement on FormS-1 (the “Registration Statement”), including the proxy statement/prospectus forming a part thereof (the “Proxy Statement”), in connection with the Conversion. This opinion is being delivered in connection with such Registration Statement. If the Conversion is consummated on the terms and subject to the conditions set forth in the Plan, Best Western will have formed a new Arizonafor-profit corporation as a wholly owned subsidiary (“BW Merger Sub”), and BW Merger Sub will merge with and into Best Western with Best Western continuing as the surviving entity (the “Merger”). Pursuant to the Merger and as part of the Plan, Best Western will amend its Articles of Incorporation and convert from an Arizona nonprofit corporation to an Arizonafor-profit corporation (the resultingfor-profit corporation, “Best Western FP”) and, accordingly, Best Western FP will distribute its stock to Members in exchange for the outstanding Best Western membership interests. In connection with this opinion, we have examined, and are familiar with: (i) the Plan (including all exhibits and schedules attached thereto); (ii) the Registration Statement; and (iii) such other presently existing documents, records, and matters of law as we have deemed appropriate in order to enable us to render this opinion.
Beijing Boston Dallas Hong Kong Houston London Los Angeles Munich New York Palo Alto San Francisco Shanghai Washington, D.C.
Best Western International, Inc.
August 10, 2018
Page 2
We hereby consent to the filing of this opinion as Exhibit 8.1 to the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules or regulations of the Securities and Exchange Commission promulgated thereunder.
For purposes of the opinion set forth below, we have, solely as to factual matters and with the consent of Best Western, relied upon the accuracy and completeness of the statements and representations (which statements and representations we have neither investigated nor verified) contained in the Plan. We also have relied, solely as to factual matters, upon the certificate of Best Western and BW Merger Sub (the “Certificate”). We have assumed that any statements or representations contained in either the Plan or the Certificate (including any such statements or representations that are “to the knowledge of” or are similarly qualified (including any qualifications as to materiality) or that are based upon any person’s “belief,” “expectation,” or similar qualification) are true, complete, and correct as of the date hereof and will continue to be true, complete, and correct in all respects at all times up to and including the Effective Time and thereafter (in each case without such qualification), and that the Conversion will be consummated in accordance with the terms of the Plan (without waiver, modification, or amendment of a term thereof). If any of such statements or representations are not true, complete, and correct as written, our opinion herein could be materially different and the tax consequences of the Conversion could be affected.
Based upon and subject to the foregoing, and based upon the Internal Revenue Code of 1986, as amended (the “Code”), the Treasury regulations promulgated thereunder, judicial decisions, revenue rulings and revenue procedures of the Internal Revenue Service (the “IRS”), and other administrative pronouncements, all as in effect on the date hereof, it is our opinion that for U.S. federal income tax purposes, the Conversion will constitute a “reorganization” within the meaning of Section 368(a) of the Code if the Conversion is consummated in accordance with the terms of the Plan (and without any waiver, breach, or amendment of any provision thereof) and in the manner contemplated by the Registration Statement and the Proxy Statement. Additionally, it is our opinion that the U.S. federal income tax consequences as discussed under the heading “Material U.S. Federal Income Tax Consequences” in the Registration Statement are accurate in all material respects.
Our opinion is based on current U.S. federal income tax law and administrative practice. In particular, our opinion relies substantially upon IRS interpretations of the law, as set forth in IRS revenue rulings and private letter rulings, which do not have the effect of law. The IRS could change its interpretation of the law at any time, without requiring the promulgation of regulations or Congressional enactment of legislation. Our opinion is not binding on the IRS or any court, and there is no assurance or guarantee that either the IRS will not change its current interpretation of the law, or that the courts or the IRS will agree with our conclusions. 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. We express no opinion concerning any tax matter other than as described above.
| Sincerely, | ||
| /s/ Kirkland & Ellis LLP | ||
| Kirkland & Ellis LLP | ||