|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Agent 8/21/17 LGL Group Inc S-1/A 13:635K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: S-1/A Amendment No. 1 to Form S-1 HTML 260K 2: EX-4.2 Instrument Defining the Rights of Security Holders HTML 48K 3: EX-4.3 Instrument Defining the Rights of Security Holders HTML 23K 4: EX-5.1 Opinion re: Legality HTML 16K 5: EX-8.1 Opinion re: Tax Matters HTML 18K 6: EX-23.1 Consent of Experts or Counsel HTML 6K 7: EX-99.1 Miscellaneous Exhibit HTML 33K 8: EX-99.2 Miscellaneous Exhibit HTML 16K 9: EX-99.3 Miscellaneous Exhibit HTML 18K 10: EX-99.4 Miscellaneous Exhibit HTML 15K 11: EX-99.5 Miscellaneous Exhibit HTML 16K 12: EX-99.6 Miscellaneous Exhibit HTML 15K 13: EX-99.7 Miscellaneous Exhibit HTML 21K
| EX-8.1 |
Exhibit 8.1
| 96303.00002 |
The LGL Group, Inc.
2525 Shader Road
| Re: | Tax Opinion Pursuant to Registration Statement on Form S-1 |
Ladies and Gentlemen:
We have acted as counsel to The LGL Group, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the U.S. Securities and Exchange Commission (the “Commission”), pursuant to the Securities Act of 1933, as amended (the “Securities Act”), of the Registration Statement on Form S-1 (File No. 333- 218901) of the Company (as amended through the date hereof and including all exhibits thereto, the “Registration Statement”), relating to the pro rata distribution of transferable subscription rights (the “Rights”) to purchase an aggregate of up to 2,006,598 shares of the Company’s common stock, par value $0.01 per share (such underlying shares of common stock, the “Shares”), to its stockholders.
As such counsel and for purposes of our opinion set forth below, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of such documents, resolutions, certificates and other instruments of the Company and corporate records furnished to us by the Company, and have reviewed certificates of public officials, statutes, records and such other instruments and documents as we have deemed necessary or appropriate as a basis for the opinion set forth below, including, without limitation:
| i. | the Registration Statement; |
| ii. | the Subscription and Information Agent Agreement, dated as of August 17, 2017, by and between the Company and Broadridge Corporate Issuer Solutions, Inc., a company having its principal offices in Philadelphia, Pennsylvania; |
| iii. | the Certificate of Incorporation of the Company, as amended from time to time, as certified as of August 1, 2017 by the Office of the Secretary of State of the State of Delaware; |
| iv. | the By-Laws of The LGL Group, Inc., as presently in effect, as certified by an officer of the Company as of August 21, 2017; |
| v. | resolutions adopted by the board of directors of the Company or a committee thereof, dated July 5, 2017, August 8, 2017 and August 21, 2017, relating to the Registration Statement and other matters related thereto, as certified by an officer of the Company as of August 21, 2017; and |
| vi. | Such other additional instruments, certifications, documents, representations and other records as we have deemed necessary or appropriate for purposes of this opinion. |
In addition to the foregoing, we have made such investigations of law as we have deemed necessary or appropriate as a basis for the opinion set forth in this opinion letter.
In such examination and in rendering the opinion expressed below, we have assumed, without independent investigation or verification: (i) the genuineness of all signatures on all agreements,
The LGL Group, Inc.
Page 2
instruments, corporate records, certificates and other documents submitted to us; (ii) the authenticity and completeness of all agreements, instruments, corporate records, certificates and other documents submitted to us as originals; (iii) that all agreements, instruments, corporate records, certificates and other documents submitted to us as certified, electronic, facsimile, conformed, photostatic or other copies conform to originals thereof, and that such originals are authentic and complete; (iv) the legal capacity, competency and authority of all persons or entities executing all agreements, instruments, corporate records, certificates and other documents submitted to us; (v) the due authorization, execution and delivery of all agreements, instruments, corporate records, certificates and other documents by all parties thereto (other than the Company); (vi) that each document upon which we have relied is the valid and binding obligation of each of the parties thereto, enforceable against such parties in accordance with their respective terms; (vii) that no documents submitted to us have been amended or terminated orally or in writing except as has been disclosed to us in writing; (viii) that the statements contained in the certificates and comparable documents of public officials, officers and representatives of the Company and other persons on which we have relied for the purposes of this opinion letter are true and correct; (ix) that there has not been any change in the good standing status of the Company from that reported in the Good Standing Certificate from the Office of the Secretary of State of Delaware; and (x) that each of the officers and directors of the Company has properly exercised his or her fiduciary duties and all parties will comply with all of their obligations under the documents listed above and all applicable laws. As to all questions of fact material to this opinion letter and as to the materiality of any fact or other matter referred to herein, we have relied (without independent investigation or verification) upon representations and certificates or comparable documents of officers and representatives of the Company. Our knowledge of the Company and its legal and other affairs is limited by the scope of our engagement, which scope includes the delivery of this opinion letter. We do not represent the Company with respect to all legal matters or issues. The Company may employ other independent counsel and, to our knowledge, handles certain legal matters and issues without the assistance of independent counsel.
We have also assumed that the Rights and the Shares will be issued and sold as described in the Registration Statement.
In rendering our opinion, with your permission, we have not undertaken any independent investigation or verification of any fact or matter set forth in any document or materials or any assumption upon which we have relied, and we expressly disclaim any intent, undertaking, or obligation to make any such investigation or verification. In the course of preparing our opinion, nothing has come to our attention that would lead us to believe that any of the information upon which we have relied in rendering this opinion is incorrect. Further, our opinion is based upon current provisions of the Internal Revenue Code of 1986, as amended (the “Code”), applicable Treasury Regulations promulgated or proposed under the Code, pertinent judicial authorities, published rulings and other administrative pronouncements of the Internal Revenue Service (the “Service”), and such other authorities as we have considered relevant. It should be noted that statutes, regulations, judicial decisions, and administrative pronouncements are subject to change at any time, and, in certain circumstances, with retroactive effect. Additionally, our opinion is not binding on the Service or any court, and there can be no assurance that contrary positions may not be taken by the Service or that the Service would not prevail in such positions.
Based upon and subject to the foregoing, the discussion contained in the Registration Statement under the caption “Material U.S. Federal Income Tax Consequences” insofar as it presents legal conclusions with respect to matters of U.S. federal income tax law, subject to the limitations and qualifications referred to therein, accurately sets forth the material U.S. federal income tax consequences of the receipt and exercise (or expiration) of the Rights and owning and disposing of the Shares received upon exercise of
The LGL Group, Inc.
Page 3
the Rights and constitutes the opinion of Paul Hastings LLP.
Without limiting any of the other limitations, exceptions and qualifications stated elsewhere herein, we express no opinion with regard to the applicability or effect of the laws of any jurisdiction other than the federal income tax laws of the United States of America, as in effect on the date of this opinion letter.
This opinion letter deals only with the specified legal issues expressly addressed herein, and you should not infer any opinion that is not explicitly stated herein from any matter addressed in this opinion letter.
This opinion letter is rendered solely to you in connection with the Registration Statement and may not be relied on for any other purpose. This opinion letter is rendered to you as of the date hereof, and we assume no obligation to advise you or any other person with regard to any change after the date hereof in the circumstances or the law that may bear on the matters set forth herein, or to update or revise this legal opinion, even if the change may affect the legal analysis or a legal conclusions or other matters in this opinion letter.
We hereby consent to the filing of this opinion letter as Exhibit 8.1 to the Registration Statement and to the reference to our firm under the heading “Material U.S. Federal Income Tax Consequences” in the prospectus which is part of the Registration Statement. In giving such consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules or regulations of the Commission thereunder.
Very truly yours,
| This ‘S-1/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 8/21/17 | None on these Dates | ||
| 8/17/17 | ||||
| 8/8/17 | ||||
| 8/1/17 | ||||
| 7/5/17 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/17/23 LGL Group Inc. 10-K 12/31/22 83:12M ActiveDisclosure/FA 5/11/22 LGL Group Inc. DEFM14A 3:5.5M ActiveDisclosure/FA 4/11/22 LGL Group Inc. PRER14A 4:4.6M ActiveDisclosure/FA 3/28/22 LGL Group Inc. 10-K 12/31/21 86:9.5M ActiveDisclosure/FA 3/28/22 LGL Group Inc. S-8 3/28/22 4:80K Olshan Frome Wolosky LLP 3/29/21 LGL Group Inc. 10-K 12/31/20 77:7.5M ActiveDisclosure/FA |