Forbes Energy Services Ltd.
[●], 2020
Page 2
and, at all times up to and including the Effective Time, will continue to be true, complete and correct; (iv) all facts, information, statements and representations made by or on behalf of Fowler, Ascribe, Solace, and NAM in the Merger Agreement, the Fowler Exchange and Contribution Agreement, the Registration Statement and the Tax Representation Letters that are qualified by the knowledge and/or belief of any person are and, at all times up to and including the Effective Time, will continue to be true, complete and correct as though not so qualified; (v) as to all matters as to which any person or entity represents that it is not a party to, does not have, or is not aware of any plan, intention, understanding or agreement, there is in fact no plan, intention, understanding or agreement and, at all times up to and including the Effective Time, there will be no plan, intention, understanding or agreement; and (vi) for U.S. federal income tax purposes, Fowler, Ascribe, Solace, and NAM will treat the Mergers, the Fowler Term Loan Contribution and the Fowler PIK Contribution, taken together, as a transaction described in Section 351 of the Internal Revenue Code of 1986, as amended (the “Code”). We also have assumed the authenticity of original documents, the accuracy of copies, the genuineness of signatures and the legal capacity of signatories. Moreover, we have assumed (without any independent investigation thereof) that facts, information, statements and representations contained in the documents we have reviewed can be established to the Internal Revenue Service or courts, if necessary, by clear and convincing evidence. If any of the assumptions described above are untrue for any reason, or if the Fowler Term Loan Contribution, the Fowler PIK Contribution or either of the Mergers is consummated other than in accordance with the terms and conditions set forth in the Merger Agreement or Fowler Exchange and Contribution Agreement, as applicable, our opinion as expressed below may be adversely affected.
Our opinion is based on the Code, United States Treasury Regulations, case law and published rulings and other pronouncements of the Internal Revenue Service, as in effect on the date hereof. No assurances can be given that such authorities will not be amended or otherwise changed at any time, possibly with retroactive effect. We assume no obligation to advise you of any such subsequent changes. Any change in the applicable law or regulations, or any new administrative or judicial interpretation of the applicable law or regulations, may affect the continuing validity of our opinion as set forth herein.
Based upon and subject to the foregoing, and to the qualifications and limitations set forth herein and in the Registration Statement, and in reliance upon the representations and assumptions described herein and in the Registration Statement, all statements of legal conclusion relating to the Fowler Merger contained in the Registration Statement under the heading “Material U.S. Federal Income Tax Consequences” constitute our opinion as to the material U.S. federal income tax consequences of the Fowler Merger to U.S. holders (as defined in the Registration Statement) of Fowler Common Stock.
Our opinion relates solely to the specific matters set forth above, and no opinion is expressed, or should be inferred, as to any other U.S. federal, state, local ornon-U.S. income, estate, gift, transfer, sales, use or other tax consequences that may result from the Fowler Merger. Our opinion is limited to legal rather than factual matters and has no official status or binding effect of any kind. Accordingly, we cannot assure you that the Internal Revenue Service or a court will agree with our opinion.
