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| | | | Goodwin Procter LLP
620 Eighth Avenue New York, NY 10018-1405 goodwinlaw.com +1 212 813-8800 |
Exhibit 8.1
September 15, 2021
Innovium, Inc.
6001 America Center Drive, Suite 200
San Jose, CA 95002
| Re: | Registration Statement on Form S-4 of Marvell Technology, Inc. |
Ladies and Gentlemen:
We have acted as counsel for Innovium, Inc., a Delaware corporation (“Innovium”), in connection with the transactions described in the Registration Statement on Form S-4 of Marvell Technology, Inc. (“Marvell”) (the “Registration Statement”).
In rendering this opinion letter, we have examined and relied upon, without independent investigation or verification, the accuracy and completeness as of the Effective Time, of the facts, information, representations, covenants and agreements contained in originals or copies, certified or otherwise identified to our satisfaction, of the Agreement and Plan of Merger and Reorganization among, Marvell, Ibiza Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Marvell, Innovium, and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the initial Stockholder Representative dated as of August 2, 2021 (the “Agreement”), and such other documents as we have deemed, necessary or appropriate as a basis for the opinions set forth below. Unless otherwise defined in this letter, all capitalized terms used herein shall have the meaning ascribed to such term in the Agreement. In addition, we have relied upon the accuracy and completeness, as of the date hereof, of certain statements, representations, covenants and agreements made by Marvell, on its behalf and on behalf of Sub, and by Innovium in representation letters dated September 15, 2021.
Our opinion assumes and is expressly conditioned on, among other things, the accuracy and completeness of the facts, information, representations, covenants and agreements sets forth in the documents referred to above. In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted that the transactions related to the Merger or contemplated by the Agreement have been, are, or will be consummated in accordance with the Agreement and as described in the Registration Statement and that none of the terms and conditions contained herein have been, are, or will be waived or modified in any respect prior to the Effective Time, except to the extent expressly stated in this opinion letter.
In rendering this opinion letter, we have considered applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations promulgated thereunder (the “Regulations”), pertinent judicial authorities, rulings of the Internal Revenue Service and such other authorities as we have considered relevant, in each case, in effect on the date hereof. Such laws, Code, Regulations, judicial decisions, administrative interpretations and such other authorities are subject to change at any time and, in some circumstances, with retroactive effect. A change in any of the authorities upon which any of our opinion are based on any variation or difference in any fact from those set forth or assumed herein or in the Registration Statement or in the Agreement could affect our conclusions herein. Moreover, there can be no assurance that our opinion will be accepted by the Internal Revenue Service, or, if challenged, by a court.
Based solely upon and subject to the foregoing, and subject to the qualifications and limitations set forth herein, we are of the opinion that, under currently applicable United States federal income tax law, the Merger should qualify as a reorganization within the meaning of Section 368(a) of the Code.
