Exhibit 8.1
| | | | |
 | | | | Wilson Sonsini Goodrich & Rosati |
| | | | Professional Corporation |
| | | | 650 Page Mill Road |
| | | | Palo Alto, California 94304-1050 |
| | | | o: 650.493.9300 |
| | | | F: 650.493.6811 |
November 2, 2021
Solid Power, Inc.
486 S. Pierce Ave. Suite E
Louisville, CO 80027
Ladies and Gentlemen:
We have acted as counsel to Solid Power, Inc., a Colorado corporation (the “Company”), in connection with the transactions contemplated by the Business Combination Agreement and Plan of Reorganization, dated as of June 15, 2021 (the “Agreement”), entered into by and among Decarbonization Plus Acquisition Corporation III, a Delaware corporation (“DCRC”), DCRC Merger Sub Inc., a Delaware corporation (“Merger Sub”), and the Company. Pursuant to the Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. At your request, and in connection with the filing of the Registration Statement (File No. 333-258681) of the Parent on Form S-4 filed on August 10, 2021 with the Securities and Exchange Commission, as amended from time to time (the “Registration Statement”), we are rendering our opinion concerning certain U.S. federal income tax matters. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.
In providing our opinion, we have examined the Agreement, the Registration Statement, and the other documents described therein and such other documents as we have deemed necessary or appropriate for purposes of our opinion. In addition, we have assumed that (i) the Merger will be consummated in accordance with the provisions of the Agreement and as described in the Registration Statement (and no transaction or condition described therein and affecting this opinion will be waived by any party), (ii) the statements concerning the Merger and the parties thereto set forth in the Agreement and in the Registration Statement are true, complete and correct, (iii) the statements and representations made by Parent, Merger Sub and the Company in their respective officer’s certificates dated as of the date hereof and delivered to us for purposes of this opinion (the “Officer’s Certificates”) are true, complete and correct as of the date hereof and will remain true, complete and correct at all times up to and including the effective time of the Merger, (iv) any such statements and representations made in the Officer’s Certificates “to the knowledge of” any person or similarly qualified are and will be true, complete and correct without such qualification, and (v) Parent, Merger Sub, the Company and their respective subsidiaries will treat the Merger for U.S. federal income tax purposes in a manner consistent with the opinion set forth below. If any of the above described assumptions is untrue for any reason or if the Merger is consummated in a manner that is different from the manner described in the Agreement and the Registration Statement, our opinion as expressed below may be adversely affected.
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 statements in the Registration Statement under the heading “Material U.S. Federal Income Tax Considerations – Tax Treatment to U.S. Holders of Solid Power Stock,” insofar as they relate to statements of U.S. federal income tax law and legal conclusions, are accurate in all material respects and that the Merger will constitute a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”).
