Southwestern Energy Company
October 2, 2020
Page 2
without regard to any qualification as to knowledge, belief, intent or otherwise. Our opinion assumes and is expressly conditioned on, among other things, the initial and continuing accuracy and completeness of the facts, information, covenants and representations set forth in the documents referred to above and the statements and representations made by Southwestern and Montage, including those set forth in the Officer’s Certificates. For purposes of our opinion, we have not independently verified all of the facts, representations and covenants set forth in the Officer’s Certificates, the Registration Statement, or in any other document. We have also assumed that all of Montage’s currently outstanding financial positions that it has treated as debt for U.S. federal income tax purposes are properly classified as debt rather than as equity for such purposes, the Merger will be consummated in the manner contemplated by the Registration Statement and the Merger Agreement, none of the terms or conditions contained therein will be waived or modified, and Southwestern will not exercise its rights under Section 1.7 of the Merger Agreement to change the method and structure of effecting the Merger.
For purposes of our opinion, we have assumed the genuineness of all signatures, the legal capacity of all 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, electronic or photostatic copies and the authenticity of the originals of such copies. In making our examination of documents executed, or to be executed, we have assumed that the parties thereto had, or will have, the power, corporate or other, to enter into and to perform all obligations thereunder.
In rendering our opinion, we have considered applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations promulgated thereunder, pertinent judicial authorities, published opinions and administrative pronouncements of the Internal Revenue Service (the “IRS”), and such other authorities as we have considered relevant, all as they exist on the date hereof and all of which are subject to change or differing interpretations, possibly on a retroactive basis. A change in any of the authorities upon which our opinion is based or any material change in the documents referred to above could affect our conclusion herein. There can be no assurance, moreover, that our opinion will be accepted by the IRS or, if challenged, by a court.
Based upon and subject to the foregoing and the limitations, qualifications, exceptions and assumptions set forth herein and in the Registration Statement under the heading “Material U.S. Federal Income Tax Consequences of the Merger,” we are of the opinion that, under current U.S. federal income tax law, the Merger will be treated as a reorganization within the meaning of Section 368(a) of the Code and that the U.S. federal income tax consequences to U.S. holders (as defined in the Registration Statement) of Montage Common Stock will be as described under “Material U.S. Federal Income Tax Consequences of the Merger – U.S. Federal Income Tax Consequences to U.S. Holders.”
