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¶ – Release Delayed ·Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a HTML 3.86M
Business-Combination Transaction
46: CORRESP ¶ Comment-Response or Other Letter to the SEC HTML 5K
47: CORRESP ¶ Comment-Response or Other Letter to the SEC HTML 12K
9: EX-3.11 Articles of Incorporation/Organization or By-Laws HTML 47K
10: EX-3.12 Articles of Incorporation/Organization or By-Laws HTML 66K
11: EX-3.13 Articles of Incorporation/Organization or By-Laws HTML 45K
12: EX-3.14 Articles of Incorporation/Organization or By-Laws HTML 66K
13: EX-3.15 Articles of Incorporation/Organization or By-Laws HTML 25K
14: EX-3.16 Articles of Incorporation/Organization or By-Laws HTML 67K
15: EX-3.17 Articles of Incorporation/Organization or By-Laws HTML 45K
16: EX-3.18 Articles of Incorporation/Organization or By-Laws HTML 66K
17: EX-3.19 Articles of Incorporation/Organization or By-Laws HTML 55K
2: EX-3.2 Articles of Incorporation/Organization or By-Laws HTML 66K
18: EX-3.20 Articles of Incorporation/Organization or By-Laws HTML 109K
19: EX-3.21 Articles of Incorporation/Organization or By-Laws HTML 22K
20: EX-3.22 Articles of Incorporation/Organization or By-Laws HTML 66K
21: EX-3.23 Articles of Incorporation/Organization or By-Laws HTML 57K
22: EX-3.24 Articles of Incorporation/Organization or By-Laws HTML 61K
23: EX-3.29 Articles of Incorporation/Organization or By-Laws HTML 23K
3: EX-3.3 Articles of Incorporation/Organization or By-Laws HTML 23K
24: EX-3.30 Articles of Incorporation/Organization or By-Laws HTML 46K
25: EX-3.35 Articles of Incorporation/Organization or By-Laws HTML 26K
26: EX-3.36 Articles of Incorporation/Organization or By-Laws HTML 48K
27: EX-3.39 Articles of Incorporation/Organization or By-Laws HTML 36K
4: EX-3.4 Articles of Incorporation/Organization or By-Laws HTML 36K
28: EX-3.41 Articles of Incorporation/Organization or By-Laws HTML 36K
29: EX-3.42 Articles of Incorporation/Organization or By-Laws HTML 67K
30: EX-3.43 Articles of Incorporation/Organization or By-Laws HTML 39K
31: EX-3.44 Articles of Incorporation/Organization or By-Laws HTML 67K
32: EX-3.45 Articles of Incorporation/Organization or By-Laws HTML 30K
5: EX-3.5 Articles of Incorporation/Organization or By-Laws HTML 20K
6: EX-3.6 Articles of Incorporation/Organization or By-Laws HTML 38K
7: EX-3.7 Articles of Incorporation/Organization or By-Laws HTML 24K
8: EX-3.8 Articles of Incorporation/Organization or By-Laws HTML 58K
33: EX-5.1 Opinion re: Legality HTML 40K
34: EX-5.2 Opinion re: Legality HTML 38K
35: EX-5.3 Opinion re: Legality HTML 32K
36: EX-5.4 Opinion re: Legality HTML 38K
37: EX-8.1 Opinion re: Tax Matters HTML 26K
38: EX-21.1 Subsidiaries HTML 57K
39: EX-23.1 Consent of Experts or Counsel HTML 20K
40: EX-23.2 Consent of Experts or Counsel HTML 20K
41: EX-25.1 Statement re: Eligibility of Trustee -- Form T-1|2 HTML 55K
42: EX-25.2 Statement re: Eligibility of Trustee -- Form T-1|2 HTML 55K
43: EX-99.1 Miscellaneous Exhibit HTML 141K
44: EX-99.2 Miscellaneous Exhibit HTML 36K
45: EX-99.3 Miscellaneous Exhibit HTML 27K
| EX-8.1 |
Exhibit 8.1
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
Spectrum Brands, Inc.
3001 Deming Way
Ladies and Gentlemen:
We have acted as United States federal income tax counsel for Spectrum Brands, Inc., a Delaware corporation (the “Company”), in connection with its offer to exchange $250,000,000 principal amount of 6.125% Senior Notes due 2024 and certain related guarantees, which were issued on December 4, 2014, in a private offering (the “2024 initial notes”) and $1,000,000,000 principal amount of 5.750% Senior Notes due 2025 and certain related guarantees, which were issued on May 20, 2015 in a private offering (the “2025 initial notes,” and together with the 2024 initial notes, the “Initial Notes”) for a like aggregate $250,000,000 principal amount of 6.125% Senior Notes due 2024 and certain related guarantees (the “2024 exchange notes”), and $1,000,000,000 principal amount of 5.750% Senior Notes due 2025 and certain related guarantees (the “2025 exchange notes,” and together with the 2024 exchange notes, the “Exchange Notes”), respectively.
The Company has requested that we render our opinion as to certain tax matters in connection with the Registration Statement on Form S-4 (the “Registration Statement”), relating to the registration by the Company of the Exchange Notes to be offered in the exchange offer, filed by the Company with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933 and the rules and regulations of the Commission promulgated thereunder (the “Rules”). Capitalized terms used but not defined herein have the respective meanings ascribed to them in the Registration Statement.
In rendering our opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such agreements and other documents as we have deemed relevant and necessary and we have made such investigations of law as we have deemed appropriate as a basis for the opinion expressed below. In our examination, we have assumed, without independent verification, (i) the authenticity of original documents, (ii) the accuracy of copies and the genuineness of signatures, (iii) that the execution and delivery by each party to a document and the performance by such party of its obligations thereunder have been authorized by all necessary measures and do not violate or result in a breach of or default under such party’s certificate or instrument of formation and by-laws or the laws of such party’s jurisdiction of organization, (iv) that each agreement represents the entire agreement between the parties with respect to the subject matter thereof, (v) that the parties to each agreement have complied, and will comply, with all of their respective covenants, agreements and undertakings contained therein and (vi) that the transactions provided for by each agreement were and will be carried out in accordance with their terms. In rendering our opinion we have made no independent investigation of the facts referred to herein and have relied for the purpose of rendering this opinion exclusively on those facts that have been provided to us by you and your agents, which we assume have been, and will continue to be, true.
The opinion set forth below is based on the Internal Revenue Code of 1986, as amended, administrative rulings, judicial decisions, Treasury regulations and other applicable authorities, all as in effect on the effective date of the Registration Statement. The statutory provisions, regulations, and interpretations upon which our opinion is based are subject to change, and such changes could apply retroactively. Any change in law or the facts regarding the Exchange Offer, or any inaccuracy in the facts or assumptions on which we relied, could affect the continuing validity of the opinion set forth below. We assume no responsibility to inform you of any such changes or inaccuracy that may occur or come to our attention.
Based upon and subject to the foregoing, and subject to the limitations and qualifications set forth herein and in the Registration Statement, the discussion set forth under the caption “Certain U.S. Federal Income Tax Considerations” in the Registration Statement, insofar as it expresses conclusions as to the application of United States federal income tax law, is our opinion as to certain material United States federal income tax consequences of exchanging Initial Notes for Exchange Notes pursuant to the exchange offer and of the ownership and disposition of Exchange Notes acquired pursuant to the exchange offer.
We are furnishing this letter in our capacity as United States federal income tax counsel to the Company.
We hereby consent to use of this opinion as an exhibit to the Registration Statement, to the use of our name under the heading “Legal Matters” contained in the prospectus included in the Registration Statement and to the discussion of this opinion in the prospectus included in the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required by the Act or the Rules.
| Very truly yours, |
| PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP |
| This ‘S-4’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of: | 9/22/15 | |||
| Filed on: | 9/21/15 | |||
| 5/20/15 | 8-K | |||
| 12/4/14 | 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/28/15 SEC UPLOAD¶ 10/06/17 1:161K Rov Holding Inc. |