Ares Acquisition (AAC) S-4/A Registration of securities issued in business combination transactions (amended)

Exhibit 8.1

2049 Century Park East

Los Angeles, CA 90067

United States

	Facsimile:
+1 310 552 4200	+1 310 552 5900

www.kirkland.com

September 21, 2023

Ares Acquisition Corp.

245 Park Avenue, 44^th Floor

New York, New York 10167

Re: Ares Acquisition Corporation Registration Statement on Form S-4

Ladies and Gentlemen:

We are U.S. tax counsel to Ares Acquisition Corporation, a Cayman Islands exempted company (“AAC”), in connection with the preparation and filing of a registration statement on Form S-4, originally filed with the U.S. Securities and Exchange Commission on January 25, 2023 (File No. 333-269400) (as amended and supplemented through the date hereof pursuant to the Securities Act of 1933, as amended, the “Act”) (such Registration Statement, as amended or supplemented, and together with the proxy statement/prospectus filed therewith, is hereafter referred to as, the “Registration Statement”), relating to the transactions contemplated by that certain Business Combination Agreement, dated as of December 5, 2022 (the “Original Business Combination Agreement”), as amended by the First Amendment to Business Combination Agreement, dated June 11, 2023 (the “First Amendment to Business Combination Agreement”) and the Second Amendment to Business Combination Agreement, dated September 12, 2023 (the “Second Amendment to Business Combination Agreement”) (as it may be further amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among AAC, X-Energy Reactor Company, LLC, a Delaware limited liability company and, solely for purposes of Section 1.01(f), Section 6.25 and Article IX of the Business Combination Agreement, each of The Kamal S. Ghaffarian Revocable Trust, IBX Company Opportunity Fund 1, LP, a Delaware limited partnership, IBX Company Opportunity Fund 2, LP, a Delaware limited partnership, IBX Opportunity GP, Inc., a Delaware corporation, GM Enterprises LLC, a Delaware limited liability company, and X-Energy Management, LLC, a Delaware limited liability company (such transactions, the “Business Combination”). Capitalized terms used but not defined herein shall have the meanings attributed to such terms in the Registration Statement.

You have requested an opinion described in Item 601(b)(8) of Regulation S-K. In providing this opinion, we have assumed (with your permission and without any independent investigation or review thereof) the following:

Austin   Bay Area   Beijing   Boston   Brussels   Chicago   Dallas   Hong Kong   Houston   London   Miami   Munich   New York   Paris   Salt Lake City   Shanghai   Washington, D.C.

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September 21, 2023

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· All original documents submitted to us (including signatures thereto) are authentic, all documents submitted to us as copies conform to the original documents, all such documents have been duly and validly executed and delivered where due execution and delivery are a prerequisite to the effectiveness thereof, and all parties to such documents had or will have, as applicable, the requisite corporate powers and authority to enter into such documents and to undertake and consummate the Business Combination.

· All factual representations, warranties, and statements made or agreed to by the parties to the Business Combination Agreement, any representation letters provided to us by any party to the Business Combination Agreement, and any agreements or documents referenced in the foregoing or otherwise related to the Business Combination (the “Transaction Documents”) are true, correct, and complete at all times until the Closing, in each case, without regard to any qualification as to knowledge, belief, or otherwise.

· The description of the Business Combination in the Registration Statement is accurate, the Business Combination will be consummated in accordance with such description and with the Transaction Documents, without any waiver or breach of any material provision thereof, and the Business Combination will be effective under applicable corporate law as described in the Transaction Documents.

· The Transaction Documents and the Registration Statement represent the entire understanding of the parties to the Business Combination Agreement with respect to the Business Combination, there are no other written or oral agreements regarding the Business Combination other than the Transaction Documents, and no material terms and conditions thereof have been or will be waived or modified.

This opinion is based on facts and circumstances existing on the date hereof. This opinion is based on current provisions of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), the regulations promulgated thereunder by the U.S. Treasury Department, and the interpretation of the Code and such regulations by the courts and the U.S. Internal Revenue Service (the “IRS”), in each case, as in effect and existing at the date of this opinion. Statutes, regulations, judicial decisions, and administrative interpretations are subject to change at any time and, in some circumstances, with retroactive effect. Any change made after the date of this opinion, or any inaccuracy in the facts or assumptions on which we have relied in issuing this opinion, could adversely affect our conclusion. We assume no responsibility to inform you of any such change or inaccuracy that may occur or come to our attention. No opinion is expressed as to any matter other than as required by Item 601(b)(8) of Regulation S-K and as expressly provided herein.

The U.S. federal income tax consequences of the Business Combination are complex and are subject to varying interpretations. Our opinion is not binding on the IRS and there is no assurance or guarantee the IRS will agree with our conclusions. Indeed, the IRS may challenge one or more of the conclusions

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September 21, 2023

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contained herein and may take a position that is inconsistent with the views expressed herein. There is no assurance or guarantee that a court would, if presented with the issues addressed herein, reach the same or similar conclusions as we have reached.

Based on and subject to the foregoing and the qualifications and limitations herein and in the Registration Statement, the discussion set forth in sections of the Registration Statement under the heading “U.S. Federal Income Tax Considerations—Tax Treatment of the Domestication,” “U.S. Federal Income Tax Considerations—U.S. Holders—Tax Effects of the Domestication to U.S. Holders—Generally,” “U.S. Federal Income Tax Considerations—U.S. Holders—Tax Effects of the Domestication to U.S. Holders—Basis and Holding Period Considerations,” and “U.S. Federal Income Tax Considerations—U.S. Holders—Tax Effects of the Domestication to U.S. Holders—Tax Consequences for U.S. Holders of AAC Warrants,” constitutes our opinion as to the material U.S. federal income tax considerations applicable to U.S. Holders of AAC Class A Ordinary Shares or AAC Warrants as a consequence of the Domestication.

This opinion relates solely to the specific matters set forth above, and no opinion is expressed, or should be inferred, as to any other U.S. federal, state, local, or non-U.S. income, estate, gift, transfer, sales, use, or other tax consequences that may result from the Domestication. Moreover, this opinion does not address the applicability of Section 367 of the Code to the Domestication or any matter arising under the “passive foreign investment company” rules of the Code. This opinion is limited to legal rather than factual matters and has no official status or binding effect of any kind. Accordingly, we cannot assure you that the IRS or a court will agree with this opinion.

This opinion expressed herein is being furnished solely for use in connection with the Registration Statement and may not be used or relied upon for any other purpose without our prior written consent. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us in the Registration Statement. In giving such consent, we do not thereby concede that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the U.S. Securities and Exchange Commission thereunder.

Sincerely,

/s/ Kirkland & Ellis LLP