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¶ – Release Delayed ·Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a HTML 1.37M
Business-Combination Transaction
80: CORRESP ¶ Comment-Response or Other Letter to the SEC HTML 39K
2: EX-5.1 Opinion re: Legality HTML 57K
3: EX-5.2 Opinion re: Legality HTML 53K
4: EX-5.3 Opinion re: Legality HTML 51K
5: EX-5.4 Opinion re: Legality HTML 46K
6: EX-5.5 Opinion re: Legality HTML 46K
7: EX-5.6 Opinion re: Legality HTML 48K
8: EX-8.1 Opinion re: Tax Matters HTML 39K
9: EX-23.1 Consent of Experts or Counsel HTML 34K
10: EX-24.1 Power of Attorney HTML 38K
19: EX-24.10 Power of Attorney HTML 39K
20: EX-24.11 Power of Attorney HTML 39K
21: EX-24.12 Power of Attorney HTML 39K
22: EX-24.13 Power of Attorney HTML 40K
23: EX-24.14 Power of Attorney HTML 39K
24: EX-24.15 Power of Attorney HTML 39K
25: EX-24.16 Power of Attorney HTML 40K
26: EX-24.17 Power of Attorney HTML 39K
27: EX-24.18 Power of Attorney HTML 39K
28: EX-24.19 Power of Attorney HTML 39K
11: EX-24.2 Power of Attorney HTML 39K
29: EX-24.20 Power of Attorney HTML 39K
30: EX-24.21 Power of Attorney HTML 39K
31: EX-24.22 Power of Attorney HTML 40K
32: EX-24.23 Power of Attorney HTML 39K
33: EX-24.24 Power of Attorney HTML 40K
34: EX-24.25 Power of Attorney HTML 40K
35: EX-24.26 Power of Attorney HTML 40K
36: EX-24.27 Power of Attorney HTML 39K
37: EX-24.28 Power of Attorney HTML 39K
38: EX-24.29 Power of Attorney HTML 39K
12: EX-24.3 Power of Attorney HTML 46K
39: EX-24.30 Power of Attorney HTML 39K
40: EX-24.31 Power of Attorney HTML 39K
41: EX-24.32 Power of Attorney HTML 40K
42: EX-24.33 Power of Attorney HTML 38K
43: EX-24.34 Power of Attorney HTML 40K
44: EX-24.35 Power of Attorney HTML 40K
45: EX-24.36 Power of Attorney HTML 39K
46: EX-24.37 Power of Attorney HTML 39K
47: EX-24.38 Power of Attorney HTML 39K
48: EX-24.39 Power of Attorney HTML 39K
13: EX-24.4 Power of Attorney HTML 40K
49: EX-24.40 Power of Attorney HTML 40K
50: EX-24.41 Power of Attorney HTML 38K
51: EX-24.42 Power of Attorney HTML 39K
52: EX-24.43 Power of Attorney HTML 38K
53: EX-24.44 Power of Attorney HTML 38K
54: EX-24.45 Power of Attorney HTML 40K
55: EX-24.46 Power of Attorney HTML 40K
56: EX-24.47 Power of Attorney HTML 39K
57: EX-24.48 Power of Attorney HTML 39K
58: EX-24.49 Power of Attorney HTML 39K
14: EX-24.5 Power of Attorney HTML 39K
59: EX-24.50 Power of Attorney HTML 39K
60: EX-24.51 Power of Attorney HTML 39K
61: EX-24.52 Power of Attorney HTML 39K
62: EX-24.53 Power of Attorney HTML 39K
63: EX-24.54 Power of Attorney HTML 39K
64: EX-24.55 Power of Attorney HTML 39K
65: EX-24.56 Power of Attorney HTML 39K
66: EX-24.57 Power of Attorney HTML 39K
67: EX-24.58 Power of Attorney HTML 40K
68: EX-24.59 Power of Attorney HTML 39K
15: EX-24.6 Power of Attorney HTML 39K
69: EX-24.60 Power of Attorney HTML 39K
70: EX-24.61 Power of Attorney HTML 39K
71: EX-24.62 Power of Attorney HTML 39K
72: EX-24.63 Power of Attorney HTML 39K
73: EX-24.64 Power of Attorney HTML 38K
74: EX-24.65 Power of Attorney HTML 38K
16: EX-24.7 Power of Attorney HTML 40K
17: EX-24.8 Power of Attorney HTML 39K
18: EX-24.9 Power of Attorney HTML 40K
75: EX-25.1 Statement re: Eligibility of Trustee -- Form T-1|2 HTML 126K
76: EX-99.1 Miscellaneous Exhibit HTML 74K
77: EX-99.2 Miscellaneous Exhibit HTML 44K
78: EX-99.3 Miscellaneous Exhibit HTML 40K
79: EX-99.4 Miscellaneous Exhibit HTML 37K
| EX-8.1 |
Exhibit 8.1
250 VESEY STREET • NEW YORK, NEW YORK 10281.1047
TELEPHONE: +1.212.326.3939 • FACSIMILE: +1.212.755.7306
TransDigm UK Holdings plc
Suite 1, 3rd Floor 11-12 St. James Square
London, United Kingdom SW1Y 4LB
| Re: | Registration Statement on Form S-4 Filed by TransDigm UK Holdings plc |
Ladies and Gentlemen:
We have acted as counsel for TransDigm UK Holdings plc, a public limited company incorporated under the laws of England and Wales (“TransDigm”), in connection with the Registration Statement on Form S-4 to which this opinion has been filed as an exhibit (the “Registration Statement”). The Registration Statement relates to the proposed issuance and exchange of up $500,000,000 aggregate principal amount of 6.875% senior subordinated notes due 2026 of TransDigm for an equal principal amount of 6.875% senior subordinated notes due 2026 outstanding on the date hereof.
In connection with the opinions expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of this opinion. In this examination, we have assumed the authenticity of all documents, the genuineness of signatures thereon, and the legal capacity of the signatories to sign on behalf of the entities for which they signed. This opinion is based on various facts and assumptions, including the factual representations of TransDigm regarding its business, properties and governing documents.
Based on the foregoing and subject to the further assumptions, qualifications and limitations set forth herein and in the Registration Statement, the statements in the Registration Statement under the caption “Certain U.S. Federal Income Tax Considerations,” insofar as such statements purport to constitute summaries of U.S. federal income tax law or legal conclusions with respect thereto, constitute our opinion as to the U.S. federal income tax consequences of the matters described therein.
Our opinion is based on the Internal Revenue Code of 1986, as amended, Treasury Regulations issued thereunder, Internal Revenue Service pronouncements, and judicial decisions, all as in effect on the date hereof, and all of which are subject to change or differing interpretation, possibly with retroactive effect.
ALKHOBAR • AMSTERDAM • ATLANTA • BEIJING • BOSTON • BRISBANE • BRUSSELS • CHICAGO • CLEVELAND • COLUMBUS • DALLAS DETROIT • DUBAI • DÜSSELDORF • FRANKFURT • HONG KONG • HOUSTON • IRVINE • LONDON • LOS ANGELES • MADRID • MELBOURNE MEXICO CITY • MIAMI • MILAN • MINNEAPOLIS • MOSCOW • MUNICH • NEW YORK • PARIS • PERTH • PITTSBURGH • RIYADH SAN DIEGO • SAN FRANCISCO • SÃO PAULO • SHANGHAI • SILICON VALLEY • SINGAPORE • SYDNEY • TAIPEI • TOKYO • WASHINGTON
TransDigm UK Holdings plc
Page 2
We express no opinion on any issue relating to tax matters other than U.S. federal income tax matters, and we express no opinion as to the applicability or effect of any state, local or non-U.S. tax laws, and any U.S. federal tax other than income tax, such as estate and gift tax.
We hereby consent to the filing of this opinion as Exhibit 8.1 to the Registration Statement and to the reference to Jones Day under the caption “Legal Matters” in the prospectus constituting a part of the Registration Statement. In giving such consent, we do not hereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Commission promulgated thereunder.
| Very truly yours, |
| /s/ Jones Day |
| This ‘S-4’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 11/9/18 | 10-K | ||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/30/18 SEC UPLOAD¶ 5/21/19 2:80K AmSafe Global Holdings Inc. |