GREENLIGHTBIOSCIENCES,INC.
January 10, 2022
Page 2
In our examination we have further assumed that: (i) the Merger will be consummated (a) in accordance with the terms of the Business Combination Agreement without any waiver, breach or amendment thereof and (b) in the manner described in the Registration Statement; (ii) the copies or originals of the Documents furnished to us are authentic (if originals) or accurate (if copies); (iii) all signatures on the Documents are genuine; (iv) the business and affairs of each of the entities that is a party to any of the Documents will be conducted in accordance with the Documents and all relevant laws; and (v) no actions will be taken, no change in any of the Documents will occur, and no other events will occur, after the date hereof, that would have the effect of altering the facts, Documents, or assumptions upon which the opinion described below is based.
The opinion described below is based upon the provisions of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), Treasury Department proposed, temporary, and final regulations, judicial decisions, and rulings and administrative interpretations of the Internal Revenue Service, as each of the foregoing exists on the date hereof. Our opinion is not binding on the Internal Revenue Service or a court of law, and no assurance can be given that legislative or administrative action or judicial decisions that differ from our opinion will not be forthcoming. Any such differences could be retroactive to transactions or business operations prior to such action or decisions. We undertake no responsibility to advise you of any developments in the application or interpretation of the federal income tax laws of the United States after the date hereof.
Other than the opinion described below, we express no opinion as to the U.S. federal income tax consequences of the Merger. Further, we express no opinion as to the tax effect of the Merger on prior transactions, or as to any other U.S. federal or any state, local or foreign income or other tax consequences with respect to the Merger. Without limiting the generality of the foregoing, we do not express any opinion regarding the tax consequences of the Merger to holders of shares of GreenLight capital stock that are subject to special tax rules (such as those described in the second paragraph of the discussion contained in the Registration Statement under the caption “Material U.S. Federal Income Tax Consequences”), nor do we express any opinion regarding the tax consequences of the Merger arising in connection with the ownership of options, warrants or other rights to acquire any shares of GreenLight capital stock.
On the basis of, and subject to, the foregoing, we hereby confirm that the discussion contained in the Registration Statement under the caption “Material U.S. Federal Income Tax Consequences” and limited to the section titled “— Material U.S. Federal Income Tax Consequences of the Merger to U.S. Holders of GreenLight Capital Stock” represents our opinion as to the matters discussed therein, subject to the assumptions, exceptions, limitations and qualifications described in the Registration Statement. If any of the facts, statements, descriptions, covenants, representations, warranties or assumptions upon which we have relied to issue this opinion is untrue, incorrect or incomplete, our opinion might be materially different.
