Exhibit 8.1
|
|
Cozen O’Connor
One Oxford Center
301 Grant Street, 41st Floor
|
Ampco-Pittsburgh Corporation
726 Bell Avenue, Suite 301
Re: Registration Statement on Form S-1
Ladies and Gentlemen:
We have acted as counsel to Ampco-Pittsburgh Corporation, a Pennsylvania corporation (the “
Company”), in connection with the preparation and filing of a Registration Statement on Form S-1 (File No.
333‐239446),
including the prospectus contained therein, originally filed with the Securities and Exchange Commission by
the Company on
June 26, 2020 (as amended, the “
Registration Statement”), under the Securities Act of 1933, as amended (the “
Securities
Act”), and the rules and regulations promulgated thereunder. The Registration Statement relates to the proposed distribution with respect to each outstanding share of common stock of
the Company, par value $1.00 per share (“
Common Stock”),
by
the Company to each shareholder (the “
Offering”) of a nontransferable subscription right (collectively with all such rights, the “
Rights”) to purchase one unit consisting of (i) shares of Common Stock (such initial shares of Common
Stock as issued, the “
Initial Shares”) and (ii) a Series A warrant to purchase Common Stock in accordance with its terms (collectively with all such warrants, the “
Warrants”). The aggregate Rights may be exercised for an aggregate
amount of up to $20,000,000. This opinion is being furnished pursuant to the requirements of Item 601(b)(8) of Regulation S-K under the Securities Act.
As counsel for
the Company and for purposes of our opinion set forth below, we have assumed with your permission and without independent investigation that the statements of
the Company contained in the Registration
Statement (including any exhibits thereto) and such other documents, certificates, records, statements and representations as we have deemed necessary or appropriate as a basis for the opinion set forth below are true, correct and complete as to all
factual matters stated therein.
In addition, we have assumed, with your permission, (i) that the Offering will be consummated as described in the Registration Statement, (ii) that the statements concerning the terms of the Offering contained in the
Registration Statement are true, correct and complete and will remain true, correct and complete at all relevant times, (iii) the authenticity of original documents submitted to us and the conformity to the originals of documents submitted to us as
copies and (iv) that any statement or representation contained in the certificate of
the Company with the qualification
“to the knowledge of” or
“based on the belief of” or other similar qualification, is true, correct and complete and will remain
true, correct and complete at all relevant times, in each case without such qualification.
Based upon the foregoing, and subject to the limitations, qualifications, assumptions and caveats set forth herein and in the Registration Statement, we hereby confirm that the statements set forth under the heading
“Material U.S. Federal Income Tax Considerations” in the Registration Statement, to the extent such statements summarize U.S. federal income tax law, constitute our opinion as to the material United States federal income tax consequences of the
Offering of the receipt and exercise (or expiration) of the Rights and owning and disposing of the Initial Shares and Warrants received upon exercise of the Rights.
This opinion addresses only the matters of United States federal income taxation specifically described under the heading “Material U.S. Federal Income Tax Considerations” in the Registration Statement. This opinion does
not address any other United States federal tax consequences or any state, local or foreign tax consequences that may be relevant to prospective unitholders.
We hereby consent to the discussion of this opinion in the Registration Statement, to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the captions “Legal Matters”
in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act, nor do we admit that we are experts with respect to any part of the
Registration Statement within the meaning of the term “expert” as used in the Securities Act or the rules and regulations promulgated thereunder.
