Exhibit 8.1
March 26, 2021
Teledyne Technologies Incorporated
1049 Camino Dos Rios
Thousand Oaks, California 91360
Ladies and Gentlemen:
We have acted as special counsel to Teledyne Technologies Incorporated, a Delaware corporation (“Teledyne”), in connection with the proposed mergers (the “Mergers”) of Firework Merger Sub I, Inc. (“Merger Sub I”), a Delaware corporation and a wholly owned subsidiary of Teledyne, with and into FLIR Systems, Inc. (“FLIR”), a Delaware corporation, with FLIR as the surviving corporation, and the subsequent merger of FLIR with and into Firework Merger Sub II, LLC (“Merger Sub II”), a Delaware limited liability company and a wholly owned subsidiary of Teledyne, with Merger Sub II as the surviving company, as contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated as of January 4, 2021. In connection with the Registration Statement on Form S-4 (as amended or supplemented through the date hereof, the “Registration Statement”), including the proxy statement/prospectus forming a part thereof, relating to the Mergers and initially filed with the U.S. Securities and Exchange Commission on the date hereof, you have requested our opinion as to certain U.S. federal income tax matters.
In providing our opinion, we have examined the Merger Agreement, the Registration Statement and such other documents, records and papers as we have deemed necessary or appropriate in order to give the opinion set forth herein. In addition, we have assumed that: (i) the Mergers and related transactions will be consummated in accordance with the provisions of the Merger Agreement and as described in the Registration Statement (and no covenants or conditions described therein and affecting this opinion will be waived or modified), (ii) the statements concerning the Mergers and the parties thereto set forth in the Merger Agreement and the Registration Statement are true, complete and correct and the Registration Statement is true, complete and correct and will remain true, complete and correct at all times up to and including the Effective Time, (iii) all such statements qualified by knowledge, belief or materiality or comparable qualification are and will be true, complete and correct as if made without such qualification, (iv) all documents submitted to us as originals are authentic, all documents submitted to us as copies conform to the originals, all relevant documents have been or will be duly executed in the form presented to us and all natural persons who have executed such documents are of legal capacity and (v) all applicable reporting requirements have been or will be satisfied. If any of the above described assumptions is untrue for any reason, or if the Mergers are consummated in a manner that is different from the manner described in the Merger Agreement and the Registration Statement, our opinion as expressed below may be adversely affected.
