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Tudou Holdings Ltd – ‘F-1/A’ on 4/28/11 – EX-8.2

On:  Thursday, 4/28/11, at 5:23pm ET   ·   Accession #:  1193125-11-115593   ·   File #:  333-170485

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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

Pre-Effective Amendment to Registration Statement of a Foreign Private Issuer   —   Form F-1
Filing Table of Contents

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                                        


EX-8.2   —   Form of Opinion of Latham & Watkins Regarding Certain U.S. Tax Matters


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



  Form of Opinion of Latham & Watkins regarding certain U.S. tax matters  

Exhibit 8.2

 

  

355 South Grand Avenue

Los AngelesCalifornia 90071-1560

Tel: +1.213.485.1234 Fax: +1.213.891.8763

www.lw.com

LOGO

   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

LOGO

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,


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘F-1/A’ Filing    Date    Other Filings
Filed on:4/28/11
11/9/10F-1,  F-6
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Filing Submission 0001193125-11-115593   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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