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As Of Filer Filing For·On·As Docs:Size Issuer Agent 4/15/11 Renren Inc. F-1 41:7.7M RR Donnelley/FA |
Document/Exhibit Description Pages Size
1: F-1 Registration Statement of a Foreign Private Issuer HTML 2.69M
2: EX-3.1 Amended and Restated Memorandum and Articles of HTML 316K
Association of the Registrant
3: EX-3.2 Form of Amended and Restated Memorandum HTML 228K
4: EX-4.2 Registrant's Specimen Certificate for Class A HTML 14K
Ordinary Shares
5: EX-4.3 Form of Deposit Agreement HTML 390K
6: EX-4.4 Amended and Restated Voting Agreement HTML 99K
7: EX-4.5 Amended and Restated Right of First Offer and HTML 98K
Co-Sale Agreement
8: EX-4.6 Amended and Restated Investors' Rights Agreement HTML 137K
9: EX-4.7 Agreement Regarding Director Appointment HTML 33K
10: EX-5.1 Form of Opinion of Appleby HTML 75K
11: EX-8.1 Form of Opinion of Skadden, Arps, Slate, Meagher & HTML 19K
Flom LLP
12: EX-8.2 Form of Opinion of Transasia Lawyers HTML 20K
13: EX-8.3 Form of Opinion of Appleby Regarding Certain HTML 25K
Cayman Islands Tax Matters
14: EX-10.1 2006 Equity Incentive Plan HTML 91K
23: EX-10.10 Power of Attorney HTML 21K
24: EX-10.11 Spousal Consents HTML 17K
25: EX-10.12 Amended and Restated Loan Agreements HTML 96K
26: EX-10.13 Amended and Restated Exclusive Technical Service HTML 48K
Agreement
27: EX-10.14 Amended and Restated Intellectual Property Right HTML 63K
License Agreement
28: EX-10.15 Share Purchase Agreement HTML 39K
29: EX-10.16 Series D Securities Purchase Agreement HTML 202K
30: EX-10.17 First Amendment to the Series D Securities HTML 21K
Purchase Agreement
31: EX-10.18 Amended and Restated Series D Preferred Share HTML 77K
Purchase Warrant (2009)
32: EX-10.19 Second Amended and Restated Series D Preferred HTML 76K
Share Purchase Warrant (2010)
15: EX-10.2 2008 Equity Incentive Plan HTML 101K
33: EX-10.20 Form of Subscription Agreement HTML 107K
34: EX-10.21 Form of Registration Rights Agreement HTML 85K
16: EX-10.3 2009 Equity Incentive Plan HTML 93K
17: EX-10.4 2011 Share Incentive Plan HTML 82K
18: EX-10.5 Form of Indemnification Agreement Between the HTML 64K
Registrant
19: EX-10.6 Form of Employment Agreement HTML 79K
20: EX-10.7 Business Operations Agreement HTML 54K
21: EX-10.8 Amended and Restated Equity Option Agreements HTML 97K
22: EX-10.9 Amended and Restated Equity Interest Pledge HTML 123K
Agreements
35: EX-21.1 Subsidiaries of the Registrant HTML 15K
36: EX-23.1 Consent of Deloitte Touche Tohmatsu CPA Ltd. HTML 14K
37: EX-23.5 Consent of Marsh Financial Advisory Services HTML 15K
Limited
38: EX-23.6 Consent of Derek Palaschuk HTML 14K
39: EX-23.7 Consent of Ruigang Li HTML 14K
40: EX-99.1 Code of Business Conduct and Ethics of the HTML 66K
Registrant
41: EX-99.2 Form of Opinion of Transasia Lawyers HTML 46K
| Form of Opinion of Skadden, Arps, Slate, Meagher & Flom LLP |
Exhibit 8.1
[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP]
April [ ], 2011
Renren Inc.
23/F, Jing An Center
8 North Third Ring Road East
Beijing, 100028
The People’s Republic of China
Re: American Depositary Shares of Renren Inc. (the “Company”)
Ladies and Gentlemen:
You have requested our opinion concerning the statements in the Registration Statement (as described below) under the caption “Taxation—Material United States Federal Income Tax Considerations” in connection with the public offering on the date hereof of certain American Depositary Shares (“ADSs”), each of which represents Class A ordinary shares, par value $0.001 per share, of the Company pursuant to the registration statement on Form F-1 under the Securities Act of 1933, as amended (the “Act”), originally filed by the Company with the Securities and Exchange Commission (the “Commission”) on (the “Registration Statement”).
This opinion is being furnished to you pursuant to section 8.1 of Exhibit Index of the Registration Statement.
In connection with rendering the opinion set forth below, we have examined and relied on originals or copies of the following:
| (a) | the Registration Statement; and |
| (b) | such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinion set forth below. |
Our opinion is conditioned on the initial and continuing accuracy of the facts, information and analyses set forth in such documents, certificates and records (as identified in clauses (a) and (b) of the immediately preceding paragraph). All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Registration Statement.
Renren Inc.
April [ ], 2011
Page 2
For purposes of our opinion, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed, electronic, or photostatic copies, and the authenticity of the originals of such latter documents. We have relied on a representation of the Company that such documents, certificates, and records are duly authorized, valid and enforceable.
In addition, we have relied on factual statements and representations of the officers and other representatives of the Company and others, and we have assumed that such statements and representations are and will continue to be correct without regard to any qualification as to knowledge or belief.
Our opinion is based on the U.S. Internal Revenue Code of 1986, as amended, U.S. Treasury regulations, judicial decisions, published positions of the U.S. Internal Revenue Service, and such other authorities as we have considered relevant, all as in effect as of the date of this opinion and all of which are subject to differing interpretations or change at any time (possibly with retroactive effect). A change in the authorities upon which our opinion is based could affect the conclusions expressed herein. There can be no assurance, moreover, that the opinion expressed herein will be accepted by the U.S. Internal Revenue Service or, if challenged, by a court.
Based upon and subject to the foregoing, we are of the opinion that, under current U.S. federal income tax law, although the discussion set forth in the Registration Statement under the heading “Material United States Federal Income Tax Considerations” does not purport to summarize all possible U.S. federal income tax considerations of the purchase, ownership and disposition of ADSs to U.S. Holders (as defined therein), such discussion constitutes, in all material respects, a fair and accurate summary of the U.S. federal income tax consequences of the purchase, ownership and disposition of the ADSs that are anticipated to be material to U.S. Holders who purchase the ADSs pursuant to the Registration Statement, subject to the qualifications set forth in such discussion and, to the extent that it sets forth specific legal conclusion under United States federal income tax law, except as otherwise provided therein, it represents our opinion.
Except as set forth above, we express no other opinion. This opinion is furnished to you in connection with the closing occurring today of the sale of the securities. 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 or factual matters arising subsequent to the date hereof.
Renren Inc.
April [ ], 2011
Page 3
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the captions “Taxation” and “Legal Matters” in the prospectus included in the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the Commission promulgated thereunder.
Very truly yours,
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/03/24 Moatable, Inc. 10-K 12/31/23 109:15M Toppan Merrill/FA2 5/18/23 Moatable, Inc. 10-Q 3/31/23 63:7.4M Toppan Merrill/FA2 3/31/23 Moatable, Inc. 10-K 12/31/22 128:16M Toppan Merrill/FA2 6/24/22 Moatable, Inc. 20-F/A 12/31/21 17:1.3M Toppan Merrill/FA 5/02/22 Moatable, Inc. 20-F 12/31/21 113:18M Toppan Merrill/FA2 5/27/21 Moatable, Inc. 20-F 12/31/20 121:17M Toppan Merrill/FA |