SEC Info - Ormat Technologies, Inc. - IPO: ‘S-1/A’ on 10/22/04

SEC Info℠

Home

Help

Please Sign In

Ormat Technologies, Inc. – IPO: ‘S-1/A’ on 10/22/04 – EX-8.1

On: Friday, 10/22/04, at 12:48pm ET · Accession #: 950136-4-3509 · File #: 333-117527

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

10/22/04  Ormat Technologies, Inc.          S-1/A                 21:8.3M                                   Capital Systems 01/FA

Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Amendment 2 to Form S-1                             HTML   3.28M 
 2: EX-3.1      Second Amended and Restated Certificate of Inc.     HTML     48K 
 3: EX-3.2      Second Amended & Restated By-Laws                   HTML    110K 
 4: EX-4.3      Rights Agreement                                    HTML    142K 
 5: EX-5.1      Opinion of Chadbourne & Parke LLP                   HTML     13K 
 6: EX-8.1      Opinion of Chadbourne & Parke LLP                   HTML     14K 
 7: EX-10.1.16  Letter of Credit and Loan Agreement                 HTML    239K 
 8: EX-10.1.17  First Amendment                                     HTML     11K 
 9: EX-10.1.18  Subordination Agreement                             HTML     29K 
16: EX-10.10.1  Form of Executive Employment Agreement              HTML     37K 
17: EX-10.10.2  Amendment to Executive Employment Agreement         HTML      9K 
18: EX-10.11    Indemnification Agreement                           HTML     34K 
10: EX-10.3.29  Plant Connection Agreement                          HTML    228K 
11: EX-10.3.30  Plant Connection Agreement                          HTML    228K 
12: EX-10.5.5   Form of Registration Rights Agreement               HTML     74K 
13: EX-10.6.1   2004 Incentive Compensation Plan                    HTML     53K 
14: EX-10.6.2   Form of Incentive Stock Option Agreement            HTML     28K 
15: EX-10.6.3   Form of Nonqualified Stock Option Agreement         HTML     27K 
19: EX-21.1     List of Subsidiaries                                HTML     10K 
20: EX-23.1     Consent of Independent Accountants                  HTML     10K 
21: EX-23.6     Consent of Yoram Bronicki                           HTML      8K

EX-8.1 — Opinion of Chadbourne & Parke LLP

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

EX-8.1	1st Page of 4	TOC	↑Top	Previous	Next	↓Bottom	Just 1st


EX-8.1 2nd Page of 4 TOC 1st Previous Next ↓Bottom Just 2nd
                                                                     Exhibit 8.1

                                                      October 19, 2004

                     [Letterhead of Chadbourne & Parke LLP]

OPINION LETTER

Ormat Technologies, Inc.
980 Greg Street
Sparks, Nevada 89431

Ladies and Gentlemen:

              We have acted as special United States tax counsel to Ormat
Technologies, Inc., a Delaware corporation (the "Company"), in connection with
the preparation of the registration statement on Form S-1 (the "Registration
Statement") and the related prospectus (the "Prospectus") with respect to the
initial public offering by the Company of its common stock (the "Shares"). The
Company is filing the Registration Statement with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"). This opinion is furnished in connection with the Registration
Statement. Unless otherwise indicated, each capitalized term used herein has the
meaning ascribed to it in the Registration Statement and Prospectus.

              In that connection, we have reviewed the Registration Statement
and the Prospectus and such other documents and corporate records as we have
deemed necessary or appropriate in order to enable us to render the opinion
below. We have relied upon statements and representations made by the Company,
and the facts, representations, assumptions and other information stated in the
Registration Statement and Prospectus, and such other documents as we have
deemed appropriate, and we have assumed that such statements and representations
are true without regard to any qualifications as to knowledge, belief,

EX-8.1 3rd Page of 4 TOC 1st Previous Next ↓Bottom Just 3rd
Ormat Technologies, Inc.              -2-                      October 19, 2004

materiality or substantiality. Our opinion is conditioned upon, among other
things, the initial and continuing truth, accuracy, validity and completeness of
the items described above on which we are relying.

              Based upon and subject to the foregoing, although the information
set forth under the heading "United States Federal Income Tax Consequences to
Non-U.S. Holders" in the Prospectus does not purport to discuss all possible
United States federal income tax consequences of an investment in the Shares, in
our opinion, subject to the limitations and qualifications set forth in the
Prospectus, and except for the specific discussion regarding the Company's
belief that it will not be classified as a United States real property holding
corporation as of the date of the offering and that it does not expect to become
a United States real property holding corporation, the information set forth
under the heading "United States Federal Income Tax Consequences to Non-U.S.
Holders", to the extent such information constitutes matters of law or legal
conclusions, is accurate in all material respects as of the date of the
Prospectus.

              In rendering our opinion, we have considered the applicable
provisions of the Internal Revenue Code of 1986, as amended (the "Code"),
Treasury Department regulations promulgated thereunder, pertinent judicial
authorities, interpretive rulings of the Internal Revenue Service and such other
authorities as we have considered relevant. It should be noted that statutes,
regulations, judicial decisions and administrative interpretations are subject
to change at any time (possibly with retroactive effect). A change in the
authorities or the accuracy or completeness of any of the facts, information,
documents, corporate records,

EX-8.1 Last Page of 4 TOC 1st Previous Next ↓Bottom Just 4th
Ormat Technologies, Inc.              -3-                      October 19, 2004

covenants, statements, rulings, representations or assumptions on which our
opinion is based could affect our conclusions. This opinion is expressed as of
the date hereof, and we are under no obligation to supplement or revise our
opinion to reflect any changes (including changes that have retroactive effect)
(i) in applicable law or (ii) in any fact, information, document, corporate
record, covenant, statement, representation or assumption stated herein that
becomes untrue or incorrect. Further, legal opinions are not binding upon the
Internal Revenue Service and there can be no assurance that contrary positions
may not be asserted by the Internal Revenue Service. Any variation or difference
in any fact from those set forth or assumed either herein or in the Registration
Statement or Prospectus may affect the conclusions stated herein.

              This letter is furnished to you for use in connection with the
Registration Statement and is solely for your benefit and the benefit of your
shareholders at the time of the initial public offering. It is not to be used,
circulated, quoted, or otherwise referred to for any other purpose without our
express written permission. This letter may not be relied upon or used by any
entity or person other than you and your shareholders at the time of the initial
public offering. Our opinion is not intended to be, nor should it be construed
to be, specific tax advice to any shareholder of the Company. Accordingly, each
such shareholder is urged to consult with his or her own tax advisor as to the
specific tax consequences to him or her of an investment in the Shares.

                                               Very truly yours,

                                               /s/ Chadbourne & Parke LLP

EX-8.1	2nd Page of 4	TOC	1st	Previous	Next	↓Bottom	Just 2nd

EX-8.1	3rd Page of 4	TOC	1st	Previous	Next	↓Bottom	Just 3rd

EX-8.1	Last Page of 4	TOC	1st	Previous	Next	↓Bottom	Just 4th

Dates Referenced Herein

		Referenced-On Page
This ‘S-1/A’ Filing	Date	First	Last	Other Filings

Filed on:	10/22/04			None on these Dates
	10/19/04	2	4
				List all Filings

4 Subsequent Filings that Reference this Filing

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

 2/23/24  Ormat Technologies, Inc.          10-K       12/31/23  139:27M                                    RDG Filings/FA
 2/24/23  Ormat Technologies, Inc.          10-K       12/31/22  140:25M                                    RDG Filings/FA
 2/25/22  Ormat Technologies, Inc.          10-K       12/31/21  143:66M                                    RDG Filings/FA
 2/26/21  Ormat Technologies, Inc.          10-K       12/31/20  144:33M                                    RDG Filings/FA

↑Top

Filing Submission 0000950136-04-003509 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Ormat Technologies, Inc. – IPO: ‘S-1/A’ on 10/22/04 – EX-8.1

On: Friday, 10/22/04, at 12:48pm ET · Accession #: 950136-4-3509 · File #: 333-117527

Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1Filing Table of Contents

EX-8.1 — Opinion of Chadbourne & Parke LLP

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

Dates Referenced Herein

4 Subsequent Filings that Reference this Filing

Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1
Filing Table of Contents