Exhibit 8.1
Opinion of Vinson & Elkins LLP
June 1, 2021
Spartan Acquisition Corp. II
9 West 57th Street, 43rd Floor
New York, NY 10019
| Re: | Exhibit 8.1 Tax Opinion |
Ladies and Gentlemen:
We have acted as counsel for Spartan Acquisition Corp. II, a Delaware corporation (“Spartan”), in connection with (i) the planned transaction (the “Business Combination”) pursuant to the Business Combination Agreement and Plan of Reorganization, dated as of January 23, 2021 (as amended and supplemented through the date hereof and including the exhibits thereto, the “ Business Combination Agreement”), by and among Spartan, SL Invest I Inc., a Delaware corporation and wholly owned subsidiary of Spartan, SL Invest II LLC, a Delaware limited liability company and wholly owned subsidiary of Spartan, SL Financial Investor I LLC, a Delaware limited liability company and wholly owned subsidiary of Spartan, SL Financial Investor II LLC, a Delaware limited liability company and wholly owned subsidiary of Spartan, SL Financial Holdings Inc., a Delaware corporation and wholly owned subsidiary of Spartan (“Spartan Sub”), SL Financial LLC, a Delaware limited liability company and wholly owned subsidiary of Spartan Sub, Sunlight Financial LLC, a Delaware limited liability company, FTV-Sunlight, Inc., a Delaware corporation and Tiger Co-Invest B Sunlight Blocker LLC, a Delaware limited liability company and (ii) the preparation of the related registration statement on Form S-4 (File No. 333-254589) initially filed by Spartan with the Securities and Exchange Commission, including the combined proxy statement/prospectus/consent solicitation statement forming a part thereof (as amended through the date hereof, the “Registration Statement”). This opinion letter is being delivered in connection with, and appears as an exhibit to, the Registration Statement.
In connection with the preparation of this opinion, we have examined the Business Combination Agreement, the Registration Statement and such other documents, records and papers as we have deemed necessary or appropriate. In addition, we have assumed that: (i) the Business Combination will be consummated in accordance with the provisions of the Business Combination Agreement and as described in the Registration Statement (and no covenants or conditions described therein and affecting this opinion will be waived or modified), (ii) the statements concerning the Business Combination and the parties thereto set forth in the Business Combination Agreement and the Registration Statement are true, complete and correct and the Registration Statement is true, complete and correct and will remain true, complete and correct at all times up to and including the effective time of the Business Combination, (iii) all such statements qualified by knowledge, belief or materiality or comparable qualification are and will be true, complete and correct as if made without such qualification, (iv) all documents submitted to us as originals are authentic, all documents submitted to us as copies conform to the originals, all relevant documents have been or will be duly executed in the form presented to us and all natural persons who have executed such documents are of legal capacity, and (v) all applicable reporting requirements have been or will be satisfied. If any of the above described assumptions is untrue for any reason, our opinion as expressed below may be adversely affected.
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 | Spartan Acquisition Corp. II June 1, 2021 Page 2 |
Based upon and subject to the assumptions, limitations and qualifications set forth herein and in the Registration Statement, it is our opinion that insofar as it summarizes U.S. federal income tax considerations for Spartan and its existing shareholders, the discussion set forth in the Registration Statement under the caption “Material U.S. Federal Income Tax Considerations in Respect of the Redemption of Class A Common Stock” is accurate in all material respects.
We express no opinion on any issue or matter relating to the tax consequences of the Business Combination contemplated by the Business Combination Agreement or the Registration Statement other than the opinion set forth above. This opinion is rendered only to Spartan and is solely for Spartan’s use in connection with the Registration Statement upon the understanding that we are not hereby assuming professional responsibility to any other person whatsoever.
We hereby consent to the filing of this letter as an exhibit to the Registration Statement, and to the references to our firm name in the Proxy Statement/Prospectus/Consent Solicitation Statement under the caption “Material U.S. Federal Income Tax Considerations in Respect of the Redemption of Class A Common Stock.” In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations thereunder.
| | Very truly yours, |
| | |
| | /s/ Vinson & Elkins L.L.P. |
| | Vinson & Elkins L.L.P. |
