Bespoke Capital Acquisition Corp.
Page 2 of 3
As a result of and upon the effective time of the Merger (the “Merger Effective Time”), among other things: (i) each share of capital stock of VWE issued and outstanding immediately prior to the Merger Effective Time (other than Dissenting Shares and Excluded Shares (each as defined in the Transaction Agreement)) will be automatically cancelled and converted into the right to receive (i) the Per Share Merger Consideration less the Per Share Adjustment Escrow Deposit (each as defined in the Transaction Agreement) and (ii) a contingent right to receive, if and when payable under the Transaction Agreement, (A) the Per Share Adjustment Escrow Release and (B) the Per Share Earnout Shares (each as defined in the Transaction Agreement).
In connection with this opinion, we have examined and are familiar with the Registration Statement and such other presently existing documents, records, and matters of law as we have deemed necessary or appropriate for purposes of our opinion.. In addition, we have assumed for purposes of this opinion, without any independent investigation or examination thereof: (i) that the Domestication and Merger will be consummated in accordance with and as described in and contemplated by the Registration Statement, and that the parties have complied with and, if applicable, will continue to comply with, the covenants, conditions, and other provisions contained therein and in the documents and agreements described therein without any waiver, breach, or amendment thereof; (ii) the continuing truth and accuracy at all times through the effectiveness of the Domestication and Merger (and thereafter, as applicable) (the “Effective Time”) of the statements, representations, and warranties made by the parties in the Registration Statement and the statements, representations, and warranties made in the respective officer’s certificates of the Company and VWE delivered to us for purposes of this opinion are true, complete and correct and will remain true, complete and correct at all times up to and including the effective time of each transaction contemplated by the Merger Agreement; and (iii) that any such statements, representations, or warranties made “to the knowledge” or based on the belief or intention of any party or similarly qualified are true and accurate as of the date hereof, and will continue to be true and accurate at all times through the Effective Time, and thereafter as applicable, without such qualification. We have also assumed the authenticity of original documents submitted to us, the conformity to the originals of documents submitted to us as copies, and the due and valid execution and delivery of all such documents where due execution and delivery are a prerequisite to the effectiveness thereof. If any of the foregoing assumptions is untrue for any reason, our opinion may be adversely affected.
Based upon the foregoing, and our consideration of such other matters of fact and law as we have considered necessary or appropriate, we hereby confirm that, subject to the assumptions, exceptions, limitations and qualifications set forth herein and in the Registration Statement, the discussion contained under the caption “Material U.S. Federal Income Tax Considerations” in the Registration Statement, insofar as such discussion constitutes statements of U.S. federal income tax law, constitutes our opinion regarding the material U.S. federal income tax consequences of the Domestication and Merger.
This opinion is based on the Internal Revenue Code of 1986, as amended, applicable Treasury regulations, administrative interpretations, and court decisions, each as in effect as of the date hereof. The foregoing authorities may be repealed, revoked or modified, and any such change may have retroactive effect. Any change in applicable laws or facts and circumstances surrounding the Domestication and Merger, or any inaccuracy in the statements, facts,
