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As Of Filer Filing For·On·As Docs:Size Issuer Agent 11/16/15 Expedia, Inc. S-4 11:2.0M RR Donnelley/FA |
Document/Exhibit Description Pages Size 1: S-4 Registration of Securities Issued in a HTML 1.34M Business-Combination Transaction 2: EX-5.1 Opinion re: Legality HTML 10K 3: EX-8.1 Opinion re: Tax Matters HTML 7K 4: EX-8.2 Opinion re: Tax Matters HTML 8K 5: EX-23.1 Consent of Experts or Counsel HTML 6K 6: EX-23.2 Consent of Experts or Counsel HTML 6K 7: EX-23.3 Consent of Experts or Counsel HTML 6K 8: EX-99.1 Miscellaneous Exhibit HTML 6K 9: EX-99.2 Miscellaneous Exhibit HTML 127K 10: EX-99.3 Miscellaneous Exhibit HTML 11K 11: EX-99.4 Miscellaneous Exhibit HTML 16K
EX-8.1 |
Exhibit 8.1
[Letterhead of Wachtell, Lipton, Rosen & Katz]
[●], 2015
Expedia, Inc.
333 108th Avenue N.E.
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-4 (as amended through the date hereof, the “Registration Statement”) of Expedia, Inc., a Delaware corporation (“Expedia”), including the prospectus/offer to exchange forming a part thereof, relating to the proposed business combination between Expedia and HomeAway, Inc., a Delaware corporation.
We have participated in the preparation of the discussion set forth in the section entitled “MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES” in the Registration Statement. In our opinion, such discussion of those consequences, insofar as it summarizes United States federal income tax law, and subject to the qualifications, exceptions, assumptions and limitations described therein, is accurate in all material respects.
We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement, and to the references therein to us. 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 of 1933, as amended.
Very truly yours,
Wachtell, Lipton, Rosen & Katz
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/06/21 Expedia Group, Inc. S-3ASR 5/06/21 3:250K Donnelley … Solutions/FA 11/23/15 SEC UPLOAD¶ 9/24/17 1:164K Expedia Group, Inc. |