Exhibit 8.1
30 January 2021
Evaxion Biotech A/S
Bredgade 34E
1260 Copenhagen K
Denmark
Opinion regarding the registration with the US Securities and Exchange Commission of American Depositary Shares representing ordinary shares in the share capital of Evaxion Biotech A/S
Ladies and Gentlemen:
Acting in the capacity of Danish tax advisor to Evaxion Biotech A/S (the “Issuer”) we have prepared this opinion in accordance with the requirements of Item 601(b)(8) of Regulation S-K on the Registration Statement on form F-1 filed with the US Securities and Exchange Commission of American Depositary Shares representing ordinary shares in the share capital of the Issuer.
Scope and limitation
In this opinion we express no other opinion as to any matter pertaining to the contents of the Registration Statement or related documents other than expressly stated below.
For the purpose of the opinion we have examined the section “Taxation - Danish Tax Consideration” on page 224 to 227 of the Registration Statement. We have further relied upon the assumptions and the accuracy of the factual statements made in the Registration Statement.
We have based our opinion solely on Danish law, regulations, and administrative and judicial interpretations in force as of the date of this opinion and we express no opinion with regards to the laws of any other jurisdiction than Denmark.
Opinion
Based upon the foregoing scope, assumptions and limitations stated herein we are of the opinion that the statements made in the Registrations Statements under the caption “Taxation – Danish Tax Considerations” from page 224 to 227 insofar they purport to constitute summaries of certain provisions under Danish tax law, constitute accurate summaries of such matters in all material aspect and such statements constitute our opinion.
Reliance
This opinion is an exhibit to the Registration Statement and may be relied upon for the purpose of the registration with the US Securities and Exchange Commission of American Depositary Shares representing ordinary shares in the share capital of the Issuer.
The opinion should not be relied upon for any other purpose than the registration and it may therefore not be disclosed to other persons except as an exhibit to, and therefore together with, the Registration Statement.
Any liability or other matters relating to this opinion shall be governed by Danish law and the Danish courts shall have exclusive jurisdiction to settle any dispute relating to this opinion.
PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab, CVR-nr. 3377 1231
Strandvejen 44, 2900 Hellerup
T: +45 3945 3945, F: +45 3945 3987, www.pwc.dk
In connection with the above opinion, we hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference made to this firm in the Registration Statement under the section entitled “Taxation - Danish Tax Considerations” in the prospectus included in the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act, as amended, or the Rules and Regulations of the Securities and Exchange Commission thereunder.
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Yours faithfully
| /s/ PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab | |
| PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab |
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