SEC Info - CVR Energy Inc - ‘S-4/A’ on 6/14/18

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CVR Energy Inc – ‘S-4/A’ on 6/14/18 – ‘EX-8.1’

On: Thursday, 6/14/18, at 5:20pm ET · Accession #: 1047469-18-4476 · File #: 333-225246

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/14/18  CVR Energy Inc                    S-4/A                  5:750K                                   Merrill Corp/New/FA

Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4/A       Pre-Effective Amendment to Registration of          HTML    502K 
                          Securities Issued in a                                 
                          Business-Combination Transaction                       
 2: EX-5.1      Opinion re: Legality                                HTML      9K 
 3: EX-8.1      Opinion re: Tax Matters                             HTML      7K 
 4: EX-23.3     Consent of Experts or Counsel                       HTML      5K 
 5: EX-23.4     Consent of Experts or Counsel                       HTML      5K

EX-8.1 — Opinion re: Tax Matters

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Exhibit 8.1


		Proskauer Rose LLP Eleven Times Square, New York, New York 10036-8299

June 14, 2018

CVR Energy, Inc.
2277 Plaza Drive, Suite 500
Sugar Land, Texas 77479

Ladies and Gentlemen:

We are acting as counsel to CVR Energy, Inc. ("CVR Energy") in connection with the preparation and filing under the Securities Act of 1933, as amended (the "Securities Act"), of a Registration on Form S-4 (File No. 333-225246) (as amended, the "Registration Statement") in connection with the exchange of up to 37,154,236 common units of CVR Refining, LP for shares of CVR Energy common stock at an exchange ratio of one common unit for 0.6335 shares of CVR Energy common stock. This opinion is filed as an exhibit to the Registration Statement. We hereby confirm to you that the discussion set forth under the heading "The Offer—Certain U.S. Federal Income Tax Considerations" in the prospectus contained in the Registration Statement is our opinion, subject to the qualifications and limitations set forth therein.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the heading "Legal Matters" in the prospectus contained in the Registration Statement. In giving such 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.

Respectfully yours,

/s/ Proskauer Rose LLP

Beijing -- Boca Raton -- Boston -- Chicago -- Hong Kong -- London -- Los Angeles -- New Orleans -- New York -- Newark -- Paris -- São Paulo -- Washington, D.C.

Dates Referenced Herein and Documents Incorporated by Reference

This ‘S-4/A’ Filing	Date	Other Filings

Filed on:	6/14/18	SC TO-T/A
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Filing Submission 0001047469-18-004476 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)