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As Of Filer Filing For·On·As Docs:Size Issuer Agent 4/28/11 Tudou Holdings Ltd F-1/A 10:4.3M RR Donnelley/FA |
Document/Exhibit Description Pages Size 1: F-1/A Amendment No.1 to Form F-1 HTML 2.34M 2: EX-3.2 Form of Amended and Restated Memorandum and HTML 182K Articles 3: EX-4.2 Specimen Certificate for Ordinary Shares of the HTML 13K Registrant 4: EX-4.3 Form of Deposit Agreement Among the Registrant, HTML 274K the Depositary and Holders 5: EX-5.1 Opinion of Maples and Calder HTML 29K 6: EX-8.2 Form of Opinion of Latham & Watkins Regarding HTML 17K Certain U.S. Tax Matters 7: EX-10.45 English Translation of House Lease Contract Dated HTML 34K as of May 14, 2010 8: EX-10.46 Form of Stock Option Agreements HTML 57K 9: EX-21.1 Subsidiaries of the Registrant HTML 11K 10: EX-23.1 Consent of Independent Registered Public HTML 8K Accounting Firm
Form of Opinion of Latham & Watkins regarding certain U.S. tax matters |
Exhibit 8.2
355 South Grand Avenue Los Angeles, California 90071-1560 Tel: +1.213.485.1234 Fax: +1.213.891.8763 | ||||
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FIRM /AFFILIATE OFFICES | |||
Abu Dhabi | Moscow | |||
Barcelona | Munich | |||
Beijing | New Jersey | |||
Brussels | New York | |||
Chicago | Orange County | |||
Doha | Paris | |||
, 2011 |
Dubai | Riyadh | ||
Frankfurt | Rome | |||
Hamburg | San Diego | |||
Hong Kong | San Francisco | |||
Houston | Shanghai | |||
Tudou Holdings Limited Building No. 6, X2 Creative Park 1238 Xietu Road Xuhui District Shanghai 200032 People’s Republic of China |
London Los Angeles Madrid Milan |
Silicon Valley Singapore Tokyo Washington, D.C. |
Re: American Depositary Shares of Tudou Holdings Limited (the “Company”)
Ladies and Gentlemen:
In connection with the public offering on the date hereof of American Depositary Shares (“ADSs”), each of which represents a certain number of Class B ordinary shares, par value $0.0001 per ordinary share (the “Shares”), of the Company pursuant to the registration statement on Form F-1 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), filed by the Company with the Securities and Exchange Commission (the “Commission”) on November 9, 2010 and as subsequently amended, you have requested our opinion concerning the statements in the Registration Statement under the caption “Taxation—United States Federal Income Taxation.”
The facts, as we understand them, and upon which with your permission we rely in rendering the opinion herein, are set forth in the Registration Statement and the Company’s responses to our examinations and inquiries.
In our capacity as special United States counsel to the Company, we have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction of such documents, corporate records and other instruments, as we have deemed necessary or appropriate for purposes of this opinion. In our examination, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures thereon, the legal capacity of natural persons executing such documents and the conformity to authentic original documents of all documents submitted to us as copies. For the purpose of our opinion, we have not made an independent investigation or audit of the facts set forth in the above-referenced documents.
, 2011
Page 2
We are opining herein as to the effect on the subject transaction only of the federal income tax laws of the United States, and we express no opinion with respect to the applicability thereto, or the effect thereon, of other federal laws, the laws of any state or the laws of any other jurisdiction, or as to any matters of municipal law or the laws of any other local agencies within any state.
Based on such facts and subject to the limitations set forth in the Registration Statement, the statements of law or legal conclusions in the Registration Statement under the caption “Taxation—United States Federal Income Taxation” constitute the opinion of Latham & Watkins LLP as to the material U.S. federal income tax consequences of an investment in the ADSs or Shares.
No opinion is expressed as to any matter not discussed herein.
This opinion is rendered to you as of the date of this letter, and we undertake no obligation to update this opinion subsequent to the date hereof. This opinion is based on various statutory provisions, regulations promulgated thereunder and interpretations thereof by the Internal Revenue Service and the courts having jurisdiction over such matters, all of which are subject to change either prospectively or retroactively. Also, any variation or difference in the facts from those set forth in the Registration Statement or any other documents we reviewed in connection with the offering of the ADSs may affect the conclusions stated herein.
This opinion is furnished to you and is for your use in connection with the transactions set forth in the Registration Statement. This opinion may not be relied upon by you for any other purpose. However, this opinion may be relied upon by persons entitled to rely on it pursuant to applicable provisions of federal securities law.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the captions “Taxation” and “Legal Matters” in the prospectus included in the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the Commission promulgated thereunder.
Very truly yours,
This ‘F-1/A’ Filing | Date | Other Filings | ||
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Filed on: | 4/28/11 | |||
11/9/10 | F-1, F-6 | |||
List all Filings |