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the representations made by the Company, Atlas and Merger Sub in the Merger Agreement are true, accurate and complete as of the date hereof and will remain true, accurate and complete at all times up to and including the Effective Time, and (iv) any representations made in the Merger Agreement “to the knowledge of”, or based on the belief of Atlas, Merger Sub or the Company or that are similarly qualified are, and will remain at all times up to and including the Effective Time, true, complete and correct without such qualification. We have also assumed that the parties have complied with and, if applicable, will continue to comply with, the obligations, covenants, and agreements contained in the Merger Agreement.
The opinion set forth in this letter is limited to, and based on, the provisions of theIncome Tax Act (Canada) (the “Canada Tax Act”) and the regulations thereunder in force as of the date hereof, the Canada-United States Tax Convention (as amended), all specific proposals to amend the Canada Tax Act and regulations thereunder which have been publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date of such opinion (the “Proposed Amendments”) and our understanding of existing case law and the current published administrative policies and assessing practices of the Canada Revenue Agency. There can be no assurance that the Proposed Amendments will be implemented in their current form or at all. Our opinion does not take into account or anticipate any changes in law, whether by legislative, governmental or judicial decision or action, and does not take into account provincial, territorial or foreign tax legislation or considerations. We express our opinion herein only as to those matters specifically set forth below and no opinion should be inferred as to the tax consequences of the Holding Company Reorganization under any provincial, territorial, local, or foreign law, or with respect to other areas of Canadian federal taxation. We are members of the Law Society of British Columbia, and we do not express any opinion herein concerning any law other than the federal income tax laws of Canada.
Opinion
Based upon the foregoing, and subject to the limitations, qualifications, assumptions and caveats set forth herein and in the Registration Statement, we hereby confirm that the discussion contained in the Registration Statement under the heading “MaterialNon-United States Tax Considerations – Material Canadian Federal Income Tax Considerations,” to the extent such discussion related to matters of Canadian federal income tax law applicable tonon-Canadian holders of Atlas common shares and/or Atlas preferred shares that are issued to such holders upon the cancellation of their Company Class A common shares and/or Company preferred shares, as applicable, pursuant to the Holding Company Reorganization, is our opinion.
This opinion is furnished to you solely for use in connection with the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our firm name in the Registration Statement and the Proxy Statement/Prospectus in connection with the references to this opinion and the material Canadian federal income tax consequences of the Holding Company Reorganization. This consent does not constitute an admission that we are “experts” within the meaning of such term as used in the Securities Act of 1933, as amended, or the rules and regulations of the Commission issued thereunder.
This opinion is given as at the date hereof and we disclaim any obligation or undertaking to advise any person of any change in law or fact that may come to our attention after the date hereof.
Yours truly,
Blake, Cassels & Graydon LLP
