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EXHIBIT 8.2
[SIDLEY AUSTIN LLP LOGO] SIDLEY AUSTIN LLP BEIJING GENEVA SAN FRANCISCO
787 SEVENTH AVENUE BRUSSELS HONG KONG SHANGHAI
NEW YORK, NY 10019 CHICAGO LONDON SINGAPORE
212 839 5300 DALLAS LOS ANGELES TOKYO
212 839 5599 FAX NEW YORK WASHINGTON, DC
FOUNDED 1866
March 13, 2006
China GrenTech Corporation Limited
16th Floor, Zhongyin Tower
Caitian North Road, Futian District
Shenzhen 518026
People's Republic of China
Re: 6,250,000 American Depositary Shares, representing 156,250,000
Ordinary Shares of China GrenTech Corporation Limited
Ladies and Gentlemen:
We have acted as United States counsel to China GrenTech Corporation
Limited, an exempted company incorporated under the laws of the Cayman Islands
(the "Issuer"), in connection with the initial public offering on the date
hereof of 6,250,000 American depositary shares, each representing 25 ordinary
shares, par value US$0.00002 per share, of the Issuer, pursuant to the
registration statement on Form F-1 under the Securities Act of 1933, as amended
(the "Act"), initially filed by the Issuer on March 13, 2006, as amended to date
(the "Registration Statement"). Capitalized terms used but not defined herein
are used as defined in the Underwriting Agreement.
As special United States counsel to the Issuer, we have examined and
relied upon originals or copies, certified or otherwise identified to our
satisfaction, of such instruments, certificates, records and other documents and
have made such examination of law as we have deemed necessary or appropriate for
the purpose of this opinion. In rendering the opinion expressed below, we have
assumed the legal capacity of all natural persons, the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity to the original documents of all documents submitted to us as
certified or photostatic copies or by facsimile or other means of electronic
transmission and the authenticity of the originals of such latter documents. We
have assumed and have not verified the accuracy as to factual matters set forth
in the above-referenced documents. We have also assumed that the Conyers Dill &
Pearman opinion dated the date hereof in respect of the Issuer is correct, and
we have relied on their opinion as to all matters of Cayman Islands law.
Based upon the foregoing and consideration of such other matters as we
have deemed appropriate, we confirm and adopt as our opinion the statements
contained in the Registration Statement under the heading "Taxation -- United
States Federal Income Taxation," to the extent that they constitute matters of
United States federal tax law or legal conclusions with respect thereto.
[SIDLEY AUSTIN LLP LOGO] CHINA GRENTECH CORPORATION LIMITED
16TH FLOOR, ZHONGYIN TOWER
CAITIAN NORTH ROAD, FUTIAN DISTRICT
SHENZHEN 518026
PEOPLE'S REPUBLIC OF CHINA
PAGE 2 NEW YORK
The opinion set forth herein is based upon the existing provisions of the
Internal Revenue Code of 1986, as amended, and Treasury regulations issued or
proposed thereunder, published Revenue Rulings and releases of the Internal
Revenue Service and existing case law, any of which could be changed at any
time. Any such changes may be retroactive in application and could modify the
legal conclusions upon which such opinion is based. The opinion expressed herein
is limited as described above, and we do not express an opinion with respect to
any tax matters other than in connection with the statements contained in the
Registration Statement under the heading "Taxation -- United States Federal
Income Taxation."
In rendering the foregoing opinion, we express no opinion as to the laws
of any jurisdiction other than the federal income tax laws of the United States.
This opinion is rendered as of the date hereof and we undertake no obligation to
update this opinion or to advise you of any changes in the event there is any
change in legal authorities, facts, assumptions or documents on which this
opinion is based (including the taking of any action by any party to the
above-referenced documents pursuant to any opinion of counsel or a waiver), or
any inaccuracy in any of the representations, warranties or assumptions upon
which we have relied in rendering this opinion, unless we are specifically
engaged to do so. This opinion may not be relied on in connection with any
transactions other than the transactions contemplated herein and may not be
relied upon for any other purpose without our prior written consent.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the references to this firm (as special United
States counsel to the Issuer) under the heading "Taxation -- United States
Federal Income Taxation" in the Registration Statement, without implying or
admitting that we are "experts" within the meaning of the Act or the rules and
regulations of the Securities and Exchange Commission issued thereunder, with
respect to any part of the Registration Statement, including this exhibit.
Very truly yours,
/s/ Sidley Austin LLP