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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/11/20 Whole Earth Brands, Inc. S-4/A 5/08/20 55:31M Toppan Merrill/FA |
Document/Exhibit Description Pages Size
1: S-4/A Pre-Effective Amendment to Registration of HTML 4.22M
Securities Issued in a Business-Combination
Transaction
2: EX-2.4 Plan of Acquisition, Reorganization, Arrangement, HTML 30K
Liquidation or Succession
3: EX-4.5 Instrument Defining the Rights of Security Holders HTML 24K
4: EX-4.6 Instrument Defining the Rights of Security Holders HTML 18K
5: EX-5.1 Opinion of Counsel re: Legality HTML 40K
6: EX-8.1 Opinion of Counsel re: Tax Matters HTML 24K
7: EX-10.11 Material Contract HTML 67K
8: EX-23.1 Consent of Experts or Counsel HTML 17K
9: EX-23.2 Consent of Experts or Counsel HTML 17K
10: EX-99.1 Miscellaneous Exhibit HTML 24K
11: EX-99.2 Miscellaneous Exhibit HTML 21K
12: EX-99.3 Miscellaneous Exhibit HTML 17K
13: EX-99.4 Miscellaneous Exhibit HTML 17K
14: EX-99.5 Miscellaneous Exhibit HTML 17K
42: R1 Document and Entity Information HTML 36K
23: R2 Condensed Balance Sheet HTML 79K
36: R3 Condensed Balance Sheet (Parenthetical) HTML 41K
47: R4 Condensed Statements of Operations HTML 41K
43: R5 Condensed Statements of Operations (Parenthetical) HTML 21K
24: R6 Condensed Statement of Changes in Shareholders' HTML 52K
Equity
37: R7 Condensed Statement of Changes in Shareholders' HTML 21K
Equity (Parenthetical)
49: R8 Condensed Statement of Cash Flows HTML 77K
41: R9 Description of Organization and Business HTML 35K
Operations
45: R10 Summary of Significant Accounting Policies HTML 37K
50: R11 Initial Public Offering HTML 23K
34: R12 Private Placement HTML 20K
21: R13 Related Party Transactions HTML 25K
46: R14 Commitments HTML 22K
51: R15 Pending Acquisition and Related Agreements HTML 32K
35: R16 Shareholders' Equity HTML 27K
22: R17 Fair Value Measurements HTML 27K
44: R18 Legal Proceedings HTML 20K
52: R19 Subsequent Events HTML 20K
31: R20 Summary of Significant Accounting Policies HTML 71K
(Policies)
27: R21 Summary of Significant Accounting Policies HTML 22K
(Tables)
39: R22 Fair Value Measurements (Tables) HTML 22K
53: R23 Description of Organization and Business HTML 69K
Operations (Details)
32: R24 Summary of Significant Accounting Policies HTML 32K
(Details)
28: R25 Summary of Significant Accounting Policies HTML 21K
(Details Textual)
40: R26 Initial Public Offering (Details) HTML 34K
54: R27 Private Placement (Details) HTML 31K
33: R28 Related Party Transactions (Details) HTML 38K
26: R29 Commitments (Details) HTML 24K
25: R30 Pending Acquisition and Related Agreements HTML 40K
(Details)
38: R31 Shareholders' Equity (Details) HTML 54K
48: R32 Fair Value Measurements (Details) HTML 20K
29: XML IDEA XML File -- Filing Summary XML 77K
30: EXCEL IDEA Workbook of Financial Reports XLSX 44K
15: EX-101.INS XBRL Instance -- actt-20191231 XML 280K
17: EX-101.CAL XBRL Calculations -- actt-20191231_cal XML 86K
18: EX-101.DEF XBRL Definitions -- actt-20191231_def XML 277K
19: EX-101.LAB XBRL Labels -- actt-20191231_lab XML 418K
20: EX-101.PRE XBRL Presentations -- actt-20191231_pre XML 358K
16: EX-101.SCH XBRL Schema -- actt-20191231 XSD 92K
55: ZIP XBRL Zipped Folder -- 0001104659-20-058995-xbrl Zip 60K
Exhibit 8.1
 |
DLA Piper LLP (US) 1251 Avenue of the Americas | |
| New York, New York 10020-1104 www.dlapiper.com |
Act II Global Acquisition Corp.
c/o LW Partners
600 Madison Avenue, 24th Floor
Ladies and Gentlemen:
We have acted as U.S. federal tax counsel to Act II Global Acquisition Corp. (the “Company”), a Cayman Islands exempted company, in connection with the transactions described in the Registration Statement on Form S-4 (Registration No. 333-236459), originally filed with the Securities and Exchange Commission on February 14, 2020 and as amended through the date hereof (the “Registration Statement”) of which this exhibit is a part. All section references, unless otherwise indicated, are to the United States Internal Revenue Code of 1986, as amended (the “Code”). Capitalized terms not defined herein have the meanings set forth in the Registration Statement.
In preparing this opinion, we have examined and relied upon the Registration Statement and such other documents as we have deemed necessary or appropriate in order to enable us to render this opinion. In our examination of documents, we have assumed the authenticity of original documents, the accuracy of copies, the genuineness of signatures, and the legal capacity of signatories. We have also assumed that the transactions described in the Registration Statement will be consummated in accordance with the description in the Registration Statement.
In rendering this opinion, we have assumed without investigation or verification that the facts and statements set forth in the Registration Statement are true, correct and complete in all material respects; that any representation in any of the documents referred to herein that is made “to the best of the knowledge and belief” (or similar qualification) of any person or party is true, correct and complete without such qualification; and that, as to all matters for which a person or entity has represented that such person or entity is not a party to, does not have, or is not aware of, any plan, intention, understanding or agreement, there is no such plan, intention, understanding or agreement. Any inaccuracy in, or breach of, any of the aforementioned statements, representations or assumptions could adversely affect our opinion.
Our opinion is based on existing provisions of the Code, Treasury Regulations, judicial decisions, and rulings and other pronouncements of the Internal Revenue Service as in effect on the date of this opinion, all of which are subject to change (possibly with retroactive effect) or reinterpretation. No assurances can be given that a change in the law on which our opinion is based or the interpretation thereof will not occur or that such change will not affect the opinion expressed herein. We undertake no responsibility to advise of any such developments in the law.
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| May 8, 2020 |
| Page Two |
Based upon the foregoing and subject to the assumptions, exceptions, limitations and qualifications set forth herein and in the Registration Statement under the heading “U.S. FEDERAL INCOME TAX CONSIDERATIONS,” we are of the opinion that, for United States federal income tax purposes, the Domestication will qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code. We express no opinion on any other tax consequences of the Domestication.
This opinion is being furnished to you solely for your benefit in connection with the Registration Statement and may not be relied upon for any other purpose or by any other person without our prior written consent. This opinion is being delivered prior to the consummation of the Domestication and therefore is prospective and dependent on future events. 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, any factual matters arising subsequent to the date hereof, or the impact of any information, document, certificate, record, statement, representation, covenant, or assumption relied upon herein that becomes incorrect or untrue. No assurances can be given that future legislative, judicial, or administrative changes, on either a prospective or a retroactive basis, or future factual developments, would not adversely affect the accuracy of the conclusion stated herein.
We hereby consent to the use of our name under the heading “Legal Matters” in the Registration Statement and to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder.
| Very truly yours, | |
| /s/ DLA Piper LLP (US) | |
C:
| This ‘S-4/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of: | 5/11/20 | 425, 8-K | ||
| Filed on: | 5/8/20 | 8-K | ||
| 2/14/20 | S-4, SC 13G, SC 13G/A | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/12/24 Whole Earth Brands, Inc. 10-K 12/31/23 114:11M 3/13/23 Whole Earth Brands, Inc. 10-K 12/31/22 113:13M 3/14/22 Whole Earth Brands, Inc. 10-K 12/31/21 113:13M 2/04/22 Whole Earth Brands, Inc. S-3 6:272K Toppan Merrill/FA 11/12/21 Whole Earth Brands, Inc. S-3 6:631K Toppan Merrill/FA 11/12/21 Whole Earth Brands, Inc. POS AM 4:284K Toppan Merrill/FA 6/09/21 Whole Earth Brands, Inc. POS AM 170:19M Toppan Merrill/FA 4/30/21 Whole Earth Brands, Inc. 10-K/A 12/31/20 13:661K Toppan Merrill/FA 3/16/21 Whole Earth Brands, Inc. 10-K 12/31/20 109:12M 12/29/20 Opendoor Technologies Inc. CORRESP¶ 2/22/21 1:115K Toppan Merrill/FA 9/11/20 Whole Earth Brands, Inc. S-8 9/11/20 4:99K Toppan Merrill/FA 8/14/20 Whole Earth Brands, Inc. 10-Q 6/30/20 69:5.5M Toppan Merrill/FA |