STERIS Ireland
November 6, 2018
Page 2 of 3
accurate as of the date hereof, and will continue to be true and accurate at all times through the Effective Time, and thereafter as applicable, without such qualification. We have also assumed the authenticity of original documents submitted to us, the conformity to the originals of documents submitted to us as copies, and the due and valid execution and delivery of all such documents where due execution and delivery are a prerequisite to the effectiveness thereof. If any of the foregoing assumptions is untrue for any reason, our opinion may be adversely affected.
This opinion addresses only certain U.S. federal income tax consequences of the Redomiciliation and Scheme to certain STERIS UK Shareholders that exchange STERIS UK ordinary shares for STERIS Ireland ordinary shares pursuant to the Redomiciliation and Scheme.
Based upon the foregoing, and subject to the limitations, qualifications, exceptions, and assumptions set forth herein and in the Representation Letter and the Registration Statement, the discussion contained under the caption “Certain U.S. Federal Income Tax Consequences to U.S. Holders andNon-U.S. Holders” in the Registration Statement, as it relates to U.S. federal income tax matters, constitutes our opinion regarding such material U.S. federal income tax consequences of the Redomiciliation and Scheme.
This opinion is based on the Internal Revenue Code of 1986, as amended, applicable Treasury regulations, administrative interpretations, and court decisions, each as in effect as of the date hereof. There can be no assurance that changes in the law will not take place that could affect the U.S. federal income tax consequences of the Redomiciliation and Scheme, or that contrary positions may not be taken by the Internal Revenue Service. Moreover, in the event that any of the facts, statements, descriptions, covenants, representations, warranties, or assumptions upon which we have relied (including those set forth in the Representation Letter) is untrue, incorrect, incomplete, or not complied with in all respects, our opinion might be adversely affected and may not be relied upon.
This opinion does not address the various U.S. state or local ornon-U.S. tax consequences that may result from the Redomiciliation and Scheme or the other transactions or matters described in the Registration Statement and does not address any U.S. federal tax consequences of any transaction other than as set forth above. In addition, no opinion is expressed as to any U.S. federal tax consequences of the Redomiciliation and Scheme or other transactions contemplated by the Registration Statement, except as specifically set forth herein, including any U.S. federalnon-income tax consequences of the Redomiciliation and Scheme, and this opinion may not be relied upon except with respect to the consequences specifically discussed herein.
We hereby consent to the filing of this opinion as Exhibit 8.2 to the Registration Statement. We also consent to the reference to our firm name wherever appearing in the Registration Statement with respect to the discussion of the material U.S. federal income tax consequences of the Redomiciliation and Scheme, and any amendment thereto. In giving this 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, or the rules and regulations of the Securities and Exchange Commission thereunder, nor do we thereby admit that we are experts with respect to any part of such Registration Statement within the meaning of the term “experts” as used in the Securities Act
