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DRAFT Liberty Global Ltd. Page 2 | | [●], 2024 |
Master Separation Agreement, a form of which is attached to the Registration Statement as Annex A, and related agreements, and (iv) such other documents, certificates and records as we have deemed necessary or appropriate as a basis for our opinion. 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 to us as certified, conformed, photostatic or electronic copies and the authenticity of the originals of such latter documents.
In rendering our opinion, we have assumed with your permission that (i) the spin-off will be consummated as described in the Registration Statement (and none of the terms or conditions contained therein, or in any exhibit thereto, have been or will be waived or modified), (ii) there will be due execution and delivery of all documents required for the spin-off to be effective, and (iii) no action has been, or will be, taken that is inconsistent with any statement, representation or undertaking set forth in the Registration Statement or the Tax Representation Letters. Our opinion assumes and is expressly conditioned on, among other things, the initial and continuing truth, accuracy and completeness (without regard to any qualification as to knowledge or belief) of the facts, statements and representations and compliance with the undertakings (without waiver) set forth in the documents referred to above, including the statements and representations, which we have neither investigated nor verified, made in the Tax Representation Letters. Any inaccuracy in these assumptions, facts, statements or representations, or failure to comply with undertakings (including on account of events occurring subsequent to the spin-off) could affect the conclusions expressed herein.
Our opinion is based on the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations promulgated thereunder, judicial decisions, published positions of the Internal Revenue Service (“IRS”), and such other authorities as we have considered relevant, all as of the date of this opinion and all of which are subject to change or different interpretations (possibly with retroactive effect). Any change in the authorities upon which our opinion is based could affect the conclusions expressed herein. Further, opinions of counsel are not binding on the IRS or courts and thus there can be no assurance that our opinion will be accepted by the IRS or, if challenged, by a court.
Based upon the foregoing and subject to the assumptions, limitations and qualifications set forth herein and in the Registration Statement under the heading “The Spin-Off—Material U.S. Federal Income Tax Consequences of the Spin-Off,” we are of the opinion that, under currently applicable U.S. federal income tax law:
| | 1. | The spin-off should qualify as a reorganization within the meaning of Section 368(a)(1)(D) of the Code, and Liberty Global and Sunrise should each qualify as a “party to a reorganization” within the meaning of Section 368(b) of the Code. |
| | 2. | No gain or loss should be recognized by (and no amount should be includible in the gross income of) U.S. shareholders of Liberty Global Common Shares solely by reason of their receipt of Sunrise ADSs as a result of the spin-off, except with respect to any cash received in lieu of fractional shares. |
