conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies, and the authenticity of the originals of such latter documents.
In rendering such opinions, we have assumed, with your permission, that (i) the Domestication will be effected in accordance with the Business Combination Agreement, (ii) the statements concerning the Domestication set forth in the Business Combination Agreement and the Registration Statement are true, complete and correct and will remain true, complete and correct at all times up to and including the Effective Time, (iii) the representations made by the Company in its Representation Letter are true, complete and correct and will remain true, complete and correct at all times up to and including the Effective Time, and (iv) any representations made in the Business Combination Agreement or the Representation Letter “to the knowledge of,” or based on the belief of the Company and/or Mobix Labs (as the case may be) are true, complete and correct and will remain true, complete and correct at all times up to and including the Effective Time, in each case without such qualification. We have also assumed that each of the Company and Mobix Labs has complied with and, if applicable, will continue to comply with, their respective covenants contained in the Business Combination Agreement at all times up to and including the Effective Time.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein and therein, we are of the opinion that (i) the Domestication should qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and (ii) the disclosure contained in the Registration Statement under the caption “Material U.S. Federal Income Tax Considerations” constitutes our opinion insofar as it expresses conclusions as to the application of U.S. federal income tax law. We express no opinion on the potential U.S. federal income tax consequences of the Domestication pursuant to the application to the Domestication of either Section 367 of the Code or the passive foreign investment company rules.
We do not express any opinion herein concerning any law other than U.S. federal income tax law, and no opinion should be inferred as to the tax consequences of the Domestication under any state, local or foreign law, or with respect to other areas of U.S. federal taxation. This opinion is being delivered prior to the consummation of the Domestication and therefore is prospective and dependent on future events. This opinion is expressed as of the date hereof, and we are under no obligation to supplement or revise our opinion to reflect any legal developments, any factual matters arising subsequent to the date hereof, or the impact of any information, document, certificate, record, statement, factual representation, covenant, or assumption relied upon herein that becomes incorrect or untrue.
Our opinion is based on the Code, United States Treasury regulations, administrative interpretations and judicial precedents as of the date hereof. If there is any subsequent change in the applicable law or regulations, or if there are any subsequent new applicable administrative or judicial interpretations of the law or regulations, or if there are any changes in the facts or circumstances surrounding the Domestication, the opinion expressed herein may become inapplicable.
We hereby consent to the filing of this opinion as Exhibit 8.1 to the Registration Statement and to the references to our firm name in the Proxy Statement/Prospectus under the captions “Material U.S. Federal Income Tax Considerations” and “Additional Information—Legal Matters.”
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| Very truly yours, |
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| /s/ Simpson Thacher & Bartlett LLP |
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| SIMPSON THACHER & BARTLETT LLP |
