(c) all representations, warranties and statements made or agreed to by Support, Greenidge, Merger Sub or their respective officers and directors in connection with the Merger, including but not limited to those set forth in the Merger Agreement, the Tax Representation Letters, the Proxy Statement/Prospectus (including the purposes of Support and Greenidge for consummating the Merger) and the Registration Statement, are true, correct and complete at all relevant times, which shall include the date hereof and the effective time (including in updated Tax Representation Letters executed by appropriate officers of Support, Greenidge and Merger Sub, respectively, as of the effective time), and any such representation, warranty or statement (i) relating to the absence of any plan, intention, understanding or agreement signifies that there is, in fact, no such plan, intention, understanding or agreement or (ii) qualified by belief or knowledge (or similarly qualified) is true, correct and complete without such qualification;
(d) the transactions, conditions, covenants and agreements contained in the Merger Agreement and the Tax Representation Letters will be performed without waiver or breach of any material provision; and
(e) Support, Greenidge and their respective subsidiaries will treat the Merger for U.S. federal income tax purposes, and will report the Merger on their respective U.S. federal income tax returns, in a manner consistent with the Intended Tax Treatment.
If any of the above described assumptions is untrue for any reason or if the transaction is consummated in a manner that is different from the manner described in the Merger Agreement, the Tax Representation Letters, the Proxy Statement/Prospectus or the Registration Statement, our opinion as expressed below may be adversely affected.
Based solely on the information, and subject to the assumptions, qualifications and limitations, set forth herein and in the Proxy Statement/Prospectus and Registration Statement, we hereby confirm that the discussion contained in the Proxy Statement/Prospectus under the heading “Material U.S. Federal Income Tax Consequences of the Merger,” to the extent such discussion expresses conclusions as to the application of U.S. federal income tax law, including the qualification of the Merger for the Intended Tax Treatment, constitutes our opinion.
The opinion expressed herein is based upon laws, judicial decisions and administrative regulations, rulings and practice, all as in effect on the date hereof and all of which are subject to change, either on a prospective or retroactive basis. The foregoing opinion is limited to the U.S. federal income tax matters addressed herein, and no other opinions are rendered with respect to other U.S. federal tax matters or to any issues arising under the tax laws of any other country, or any state or locality. This opinion is expressed as of the date hereof, and we disclaim any undertaking to advise you of subsequent changes relating to matters considered herein or of any subsequent changes in applicable law.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit 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 Securities and Exchange Commission promulgated thereunder.
|
Very truly yours, |
|
/s/ Pillsbury Winthrop Shaw Pittman LLP |
2
