Exhibit 8.2
July 16, 2021
IonQ, Inc.
4505 Campus Dr.
College Park, MD 20740
Ladies and Gentlemen:
We have acted as counsel to IonQ, Inc., a Delaware corporation (the “Company”), in connection with the Agreement and Plan of Merger (the “Merger Agreement”), dated as of March 7, 2021, by and between dMY Technology Group, Inc. III, a Delaware corporation (“dMY”), Ion Trap Acquisition Inc., a Delaware corporation and wholly-owned subsidiary of dMY (“Merger Sub”) and the Company. Pursuant to the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of dMY. All section references, unless otherwise indicated, are to the U.S. Internal Revenue Code of 1986, as amended (the “Code”). This opinion is being delivered in connection with the Registration Statement on Form S-4 of dMY, and the proxy statement/prospectus contained therein, filed in connection with the Merger (the “Registration Statement”). Capitalized terms not defined herein have the meanings set forth in the Merger Agreement.
In preparing this opinion, we have examined and relied upon the Merger Agreement, the Registration Statement, certain customary tax representation letters provided by the Company, on the one hand, and dMY and Merger Sub, on the other hand (the “Tax Representation Letters”), and such other documents as we have deemed necessary or appropriate in order to enable us to render this opinion. In our examination of documents, we have assumed the authenticity of original documents, the accuracy of copies, the genuineness of signatures, and the legal capacity of signatories.
In rendering this opinion, we have assumed without investigation or verification that the facts and factual statements set forth in the Merger Agreement and the Registration Statement, or otherwise made to us, are true, correct and complete in all material respects; that the Merger will be completed in accordance with the Merger Agreement; that the statements, representations, and agreements contained in the Tax Representation Letters are true, accurate and complete; that there is no change in applicable law between the date hereof and the effective time of the Merger; that any representation in any of the documents referred to herein that is made based on the knowledge, belief or intention (or similar qualification) of any person or party is true, correct and complete without such qualification; and that, as to all matters for which a person or entity has represented that such person or entity is not a party to, does not have, or is not aware of, any plan, intention, understanding or agreement, there is no such plan, intention, understanding or agreement. Any inaccuracy or change in, or breach of, any of the aforementioned statements, representations or assumptions could adversely affect our opinion.
Our opinion is based on existing provisions of the Code, Treasury Regulations, judicial decisions, and rulings and other pronouncements of the Internal Revenue Service as in effect on the date of this opinion, all of which are subject to reinterpretation or change (possibly with retroactive effect). The opinion we express herein is limited solely to matters governed by the federal income tax laws of the United States. No opinion may be implied or inferred beyond that which is stated expressly in this opinion letter. Our opinion is not binding upon the Internal Revenue Service or the courts, and there is no assurance that the Internal Revenue Service will not assert a contrary position or that any such contrary position will not be sustained by the courts. In addition, no assurances can be given that a change in the law on which our opinion is based, or the interpretation thereof, will not occur or that such change will not affect the opinion expressed herein. We undertake no responsibility to advise of any such developments in the law.
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