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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/10/21 Revolution Acceleration Acq Corp. S-4/A 65:31M EdgarAgents LLC/FA |
Document/Exhibit Description Pages Size
1: S-4/A Amendment No. 2 to Form S-4 Registration Statement HTML 16.89M
2: EX-5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom HTML 35K
LLP.
3: EX-8.1 Tax Opinion of Goodwin Procter LLP HTML 26K
4: EX-10.10 Form of Indemnification Agreement HTML 92K
5: EX-23.1 Consent of Marcum LLP, Independent Registered HTML 19K
Public Accounting Firm
6: EX-23.2 Consent of Grant Thornton LLP, Independent HTML 19K
Registered Public Accounting Firm of Berkshire
Grey, Inc
13: R1 Document And Entity Information HTML 38K
14: R2 Condensed Consolidated Balance Sheets HTML 86K
15: R3 Condensed Consolidated Balance Sheets HTML 45K
(Parentheticals)
16: R4 Condensed Consolidated Statement of Operations HTML 56K
17: R5 Condensed Consolidated Statement of Changes in HTML 64K
Stockholders' Equity (Deficit)
18: R6 Condensed Consolidated Statement of Changes in HTML 22K
Stockholders' Equity (Deficit) (Parentheticals)
19: R7 Condensed Consolidated Statement of Cash Flows HTML 91K
20: R8 Description of Organization and Business HTML 71K
Operations
21: R9 Restatement of Previously Issued Financial HTML 416K
Statements
22: R10 Summary of Significant Accounting Policies HTML 213K
23: R11 Initial Public Offering HTML 25K
24: R12 Private Placement HTML 25K
25: R13 Related Party Transactions HTML 45K
26: R14 Commitments and Contingencies HTML 40K
27: R15 Stockholders' Equity HTML 40K
28: R16 Warrant Liability HTML 53K
29: R17 Income Tax HTML 95K
30: R18 Fair Value Measurements HTML 195K
31: R19 Subsequent Events HTML 35K
32: R20 Accounting Policies, by Policy (Policies) HTML 250K
33: R21 Restatement of Previously Issued Financial HTML 410K
Statements (Tables)
34: R22 Summary of Significant Accounting Policies HTML 144K
(Tables)
35: R23 Income Tax (Tables) HTML 94K
36: R24 Fair Value Measurements (Tables) HTML 185K
37: R25 Description of Organization and Business HTML 96K
Operations (Details)
38: R26 Restatement of Previously Issued Financial HTML 24K
Statements (Details)
39: R27 Restatement of Previously Issued Financial HTML 95K
Statements (Details) - Schedule of the restatement
on each financial statement
40: R28 Summary of Significant Accounting Policies HTML 26K
(Details)
41: R29 Summary of Significant Accounting Policies HTML 61K
(Details) - Schedule of basic and diluted net loss
per share
42: R30 Initial Public Offering (Details) HTML 29K
43: R31 Private Placement (Details) HTML 31K
44: R32 Related Party Transactions (Details) HTML 87K
45: R33 Commitments and Contingencies (Details) HTML 35K
46: R34 Stockholders' Equity (Details) HTML 57K
47: R35 Warrant Liability (Details) HTML 45K
48: R36 Income Tax (Details) HTML 24K
49: R37 Income Tax (Details) - Schedule of deferred tax HTML 30K
assets
50: R38 Income Tax (Details) - Schedule of provision for HTML 38K
income tax
51: R39 Income Tax (Details) - Schedule of Effective HTML 33K
Income Tax Rate Reconciliation
52: R40 Fair Value Measurements (Details) - Schedule of HTML 31K
assets that are measured at fair value on a
recurring basis
53: R41 Fair Value Measurements (Details) - Schedule of HTML 32K
key inputs into the Monte Carlo simulation model
for the private placement warrants and public
warrants
54: R42 Fair Value Measurements (Details) - Schedule of HTML 33K
changes in the fair value of warrant liabilities
55: R43 Subsequent Events (Details) HTML 25K
56: R44 Restatement of Interim Financial Information HTML 52K
(Details) - Schedule of condensed statement
balance sheet
57: R45 Restatement of Interim Financial Information HTML 34K
(Details) - Schedule of condensed statement of
operations
58: R46 Restatement of Interim Financial Information HTML 28K
(Details) - Schedule of condensed consolidated
statement of cash flows
59: R47 Summary of Significant Accounting Policies HTML 63K
(Details) - Schedule of basic and diluted net loss
per share
60: R48 Fair Value Measurements (Details) - Schedule of HTML 30K
assets that are measured at fair value on a
recurring basis
61: R49 Fair Value Measurements (Details) - Schedule of HTML 32K
private placement warrants and public warrants
62: R50 Fair Value Measurements (Details) - Schedule of HTML 31K
changes in the fair value of warrant liabilities
64: XML IDEA XML File -- Filing Summary XML 117K
63: EXCEL IDEA Workbook of Financial Reports XLSX 81K
7: EX-101.INS XBRL Instance -- raac-20210331 XML 2.43M
9: EX-101.CAL XBRL Calculations -- raac-20210331_cal XML 67K
10: EX-101.DEF XBRL Definitions -- raac-20210331_def XML 635K
11: EX-101.LAB XBRL Labels -- raac-20210331_lab XML 1.01M
12: EX-101.PRE XBRL Presentations -- raac-20210331_pre XML 617K
8: EX-101.SCH XBRL Schema -- raac-20210331 XSD 177K
65: ZIP XBRL Zipped Folder -- 0001213900-21-031926-xbrl Zip 185K
Exhibit 8.1
 |
Goodwin Procter llp
goodwinlaw.com |
Berkshire Grey, Inc.
140 South Road,
Ladies and Gentlemen:
We have acted as counsel to Berkshire Grey, Inc., a Delaware corporation (“Berkshire Grey”), in connection with the transactions contemplated by the Agreement and Plan of Merger, dated as of February 23, 2021 (as amended or supplemented through the date hereof, the “Agreement”), by and among Berkshire Grey, Revolution Acceleration Acquisition Corp., a Delaware corporation (“RAAC”), and Pickup Merger Corp., a Delaware corporation and a wholly-owned subsidiary of RAAC (“Merger Sub”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement. At your request, and pursuant to the requirements of the Securities and Exchange Commission, we are rendering our opinion concerning certain United States federal income tax matters.
In providing our opinion, we have examined the Agreement, the Registration Statement on Form S-4 (as amended or supplemented through the date hereof, the “Registration Statement”) of Berkshire Grey, including the proxy statement/prospectus forming a part thereof, relating to the Merger and such other documents as we have deemed necessary or appropriate for purposes of our opinion. In addition, we have assumed that (i) the transaction will be consummated in accordance with the provisions of the Agreement and as described in the Registration Statement (and no transaction or condition described therein and affecting this opinion will be waived by any party), (ii) the statements concerning the transaction and the parties thereto set forth in the Agreement and in the Registration Statement are true, complete and correct, (iii) the statements and representations made by Berkshire Grey and RAAC and Merger Sub in their respective officer’s certificates dated as of the date hereof and delivered to us for purposes of this opinion (the “Officer’s Certificates”) are true, complete and correct as of the date hereof and will remain true, complete and correct at all times up to and including the Effective Time, (iv) any such statements and representations made in the Officer’s Certificates “to the knowledge of” any person or similarly qualified are and will be true, complete and correct without such qualification, (v) the Merger will qualify as a statutory merger under the DGCL, and (vi) Berkshire Grey, RAAC, Merger Sub, and their respective subsidiaries will treat the Merger for United States federal income tax purposes in a manner consistent with the opinion set forth below. If any of the above described assumptions are untrue for any reason or if the transaction is consummated in a manner that is different from the manner described in the Agreement or the Registration Statement, our opinion as expressed below may be adversely affected.
* * * *
C:
Berkshire Grey
Page 2
Based upon and subject to the foregoing, we are of the opinion that, under currently applicable United States federal income tax law, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code.
* * * *
We express no opinion on any issue relating to the tax consequences of the transactions contemplated by the Agreement or the Registration Statement, including the Company Preferred Conversion, other than the opinion set forth above. Our opinion is based on current provisions of the Code, Treasury Regulations promulgated thereunder, published pronouncements of the Internal Revenue Service and case law, any of which may be changed at any time with retroactive effect. Any change in applicable laws or the facts and circumstances surrounding the transaction, or any inaccuracy in the statements, facts, assumptions or representations upon which we have relied, may affect the continuing validity of our opinion as set forth herein. Our opinion is not binding upon the Internal Revenue Service or the courts, and there is no assurance that the Internal Revenue Service will not assert a contrary position. Furthermore, no assurance can be given that future legislative, judicial or administrative changes, on either a prospective or retroactive basis, would not adversely affect the accuracy of the conclusions stated herein. We assume no responsibility to inform Berkshire Grey of any such change or inaccuracy that may occur or come to our attention.
We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the use of our name and to any reference to our firm in the Registration Statement or in the Prospectus constituting a part thereof. In giving such consent, we do not hereby admit that we are the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder. This opinion is intended to be solely for the benefit of the holders of Berkshire Grey Common Stock in connection with the Merger, and is not to be relied upon by any other person or entity, including but not limited Berkshire Grey or RAAC, or used for any other purpose, without our prior written consent.
| Very truly yours, | |
| /s/ Goodwin Procter LLP | |
| Goodwin Procter LLP |
| This ‘S-4/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 6/10/21 | 10-Q/A, 425, 8-K, CORRESP | ||
| 2/23/21 | 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/14/21 Berkshire Grey, Inc. S-4/A 63:28M EdgarAgents LLC/FA 3/19/21 Berkshire Grey, Inc. S-4 51:19M EdgarAgents LLC/FA 2/24/21 Berkshire Grey, Inc. 8-K:1,3,7,9 2/23/21 10:29M EdgarAgents LLC/FA 12/10/20 Berkshire Grey, Inc. 8-K:8,9 12/07/20 15:1.2M EdgarAgents LLC/FA 11/20/20 Berkshire Grey, Inc. S-1 25:7.9M EdgarAgents LLC/FA |