Exhibit 8.2
One Silk Street
London EC2Y 8HQ
Telephone (44-20) 7456 2000
Facsimile (44-20) 7456 2222
DX Box Number 10 CDE
Rio Tinto Finance (USA) Limited
Level 33
120 Collins Street
Melbourne, Victoria 3000
Australia
Rio Tinto plc 2
Eastbourne Terrace
London W2 6LG
United Kingdom
Rio Tinto Limited
Level 33
120 Collins Street
Melbourne, Victoria 3000
Australia
May 17, 2011
Dear Sirs,
| 1 | We have acted as United States counsel for Rio Tinto Finance (USA) Limited, a corporation incorporated under the laws of the State of Victoria, Commonwealth of Australia (the “Issuer”), Rio Tinto plc, a corporation organized under the laws of England and Wales (“Rio Tinto plc”), and Rio Tinto Limited, a corporation incorporated under the laws of the State of Victoria, Commonwealth of Australia (“Rio Tinto Limited” and, together with Rio Tinto plc, the “Guarantors”), in connection with the automatic shelf registration statement on Form F-3 (the “Registration Statement”) filed with United States Securities and Exchange Commission on June 23, 2008, as amended by Post-Effective Amendment No.1 and Post-Effective Amendment No. 2 thereto, relating to the registration under the United States Securities Act of 1933 (the “Act”) of (i) an indeterminate amount of the Issuer’s debt securities (the “Debt Securities”), which, if issued, will be unconditionally guaranteed as to payment of principal, premium, if any, and interest (the “Guarantees”) by each of the Guarantors and (ii) the Guarantees. The Debt Securities may be issued from time to time pursuant to the indenture dated July 2, 2001 among the Issuer, the Guarantors and The Bank of New York (the “Trustee”), as successor trustee to JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank) (the “Indenture”). |
| 2 | Our opinion is limited to the Federal income tax laws of the United States and is based on that law, including judicial decisions and administrative guidance, as currently in effect, which law is subject to change, including change with retroactive effect. |
This communication is confidential and may be privileged or otherwise protected by work product immunity.
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| 3 | We have assumed that all information described in the Registration Statement (including information, intentions, expectations and beliefs regarding the future activities of the Company, but not including statements regarding U.S. federal income tax law, which are the subject of this opinion) is, and will continue to be (and will prove to be), accurate and complete in all material respects. On the basis of our consideration of such matters of fact and law as we have deemed necessary or appropriate, we hereby confirm to you that the statements under the heading “Taxation — United States Federal Income Taxation” in the Registration Statement, insofar as those statements purport to summarize provisions of United States Federal income tax law therein described, at the date of the Registration Statement, constitute a fair and accurate summary in all material respects. |
| 4 | The opinion expressed above is specific to the transaction and documents referred to herein and is based upon the facts known to us. Our opinion should not be assumed to state general principles of law applicable to transactions of this kind. |
| 5 | No opinion is expressed herein as to the United States federal income tax consequences of the transactions referenced herein except as expressly set forth above, nor as to any transaction not consummated in accordance with the terms of the documents reviewed by us. In addition, no opinion is expressed herein as to any United States state or local tax consequence, or any tax consequence under the laws of any foreign jurisdiction. |
| 6 | Our opinion is rendered as of the date hereof, and we assume no obligation to advise you, or to make any further investigations, as to any legal developments or factual matters that might affect the opinions expressed herein. |
| 7 | We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to us under the heading “Legal Matters” in the Prospectus included in the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act. |
Yours faithfully,
/s/ Linklaters LLP
Linklaters LLP
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