natural persons, the genuineness of all signatures. We have assumed that such documents, certificates, and records are duly authorized, valid, and enforceable. In making our examination of documents, we have assumed that the parties thereto had the power, corporate or otherwise, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or otherwise, and the execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties.
Our opinion is based on the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations promulgated thereunder, judicial decisions, published positions of the Internal Revenue Service (the “Service”), and such other authorities as we have considered relevant, all as in effect on the date of this opinion and all of which are subject to change or differing interpretations, possibly with retroactive effect. A change in the authorities upon which our opinion is based could affect the conclusions expressed herein. Moreover, there can be no assurance that our opinion will be accepted by the Service or, if challenged, by a court. No opinion is expressed as to any transactions other than the Domestication, or any matter other than those specifically covered by this opinion. In particular, this opinion is limited to the matters discussed in the section of the Registration Statement entitled “U.S. Federal Income Tax Considerations —U.S. Holders—Effects of the Domestication to U.S. Holders,” and does not address (i) any matter arising in connection with Section 367 of the Code or (ii) any matter arising in connection with the “passive foreign investment company” rules of Sections 1291-1297 of the Code.
Based upon the foregoing, and subject to the assumptions, exceptions, limitations and qualifications set forth herein and in the Registration Statement, we are of the opinion that the Domestication will qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code and we confirm that the statements set forth in the Registration Statement under the heading “U.S. Federal Income Tax Considerations—U.S. Holders—Effects of the Domestication to U.S. Holders,” are our opinion, insofar as they address the material U.S. federal income tax considerations of the Domestication for beneficial owners of Motive Class A Shares and Motive Public Warrants, and discuss matters of U.S. federal income tax law and regulations or legal conclusions with respect thereto.
Except as expressly set forth above, we express no other opinion. This opinion represents our best judgment regarding the application of U.S. federal income tax laws under the Code, existing judicial decisions, administrative regulations and published rulings and procedures. 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 successfully assert a contrary position. This opinion is being delivered prior to the consummation of the proposed transaction and therefore is prospective and dependent on future events. No assurance can be given that future legislative, judicial or administrative changes, on either a prospective or retroactive basis, or future factual developments, would not adversely affect the accuracy of the conclusion stated herein. We undertake no responsibility to advise you of any new developments in the facts or in the
