In addition, we have relied upon the accuracy and completeness of certain statements, representations, covenants, and agreements made by AGM and AHL, including the accuracy and completeness of all representations and covenants set forth in letters dated as of the date hereof from an officer of each of AGM and AHL (the “Representation Letters”). For purposes of rendering our opinion, we have assumed that such statements, representations, covenants, and agreements are, and will continue to be, true and correct at the AHL Effective Time and the AGM Effective Time (as if made as of the AHL Effective Time and the AGM Effective Time), without regard to any qualification as to knowledge or belief.
For purposes of our opinion, we have also assumed (i) the legal capacity of all natural persons, (ii) the genuineness of all signatures, (iii) the authenticity of all documents submitted to us as originals, (iv) the conformity of all documents submitted to us as certified, conformed copies, whether photostatic or electronic, to original documents, (v) the authenticity of the originals of such latter documents, and (vi) the due authorization, validity, and enforceability of such documents, certificates, and records.
In making our examination of documents, we have assumed that the parties thereto had the power, corporate or otherwise, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or otherwise, and the execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties.
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 (the “Service”), and such other authorities as we have considered relevant, all as in effect on the date of this opinion and all of which are subject to differing interpretations or change, possibly with retroactive effect. A change in the authorities upon which our opinion is based, or any variation or difference in any fact from those set forth or assumed herein, or in the Registration Statement, the Merger Agreement, or the Representation Letters, could affect the conclusions expressed herein. Moreover, there can be no assurance that our opinion will be accepted by the Service or, if challenged, by a court.
Based upon the foregoing and subject to the assumptions, exceptions, limitations and qualifications set forth herein, we are of the opinion that, for United States federal income tax purposes, the Mergers, taken together, will be treated as a transaction described in Section 351 of the Code.
Except as expressly set forth above, we express no other opinion. This opinion has been prepared for you solely in connection with the Mergers and may not be relied upon by any other person or for any other purpose without our prior written consent.
This opinion is expressed as of the date hereof, and we are under no obligation to supplement or revise our opinion to reflect any legal developments, any factual matters arising subsequent to the date hereof, or the impact of any information, document, certificate, record, statement, representation, covenant, or assumption relied upon herein that becomes incorrect or untrue.
In accordance with the requirements of Item 601(b)(23) of Regulation S-K under the Securities Act of 1933 (the “Securities Act”), we hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC thereunder.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom LLP
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