S-4
EXHIBIT 8.1
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019
January 15, 2016
HRG Group, Inc.
450 Park Avenue, 29th Floor
New York, NY 10022
Ladies and Gentlemen:
We have acted as United States federal income tax counsel for HRG Group Inc., a Delaware corporation (the “Company”), in connection with its offer to exchange $260,000,000 aggregate principal amount 7.875% Senior Secured Notes due 2019 and $140,000,000 aggregate principal amount 7.750% Senior Notes due 2022 (collectively, the “Exchange Notes”), for $260,000,000 aggregate principal amount of substantially identical 7.875% Senior Secured Notes due 2019, issued by the Company on April 14, 2015 and May 19, 2015, and $140,000,000 aggregate principal amount of substantially identical 7.750% Senior Notes due 2022, issued by the Company on May 19, 2015 (collectively, the “Initial Notes”), each in private offerings exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”).
The Company has requested that we render our opinion as to certain tax matters in connection with the Registration Statement on Form S-4 (the “Registration Statement”), relating to the registration
by the Company of the Exchange Notes to be offered in the exchange offer, filed by the Company with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act and the rules and regulations of the Commission promulgated thereunder (the “Rules”). Capitalized terms used but not defined herein have the respective meanings ascribed to them in the Registration Statement.
In rendering our opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such agreements and other documents as we have deemed relevant and necessary and we have made such investigations of law as we have deemed appropriate as a basis for the opinion expressed below. In our examination, we have assumed, without independent verification, (i) the authenticity of original documents, (ii) the accuracy of copies and the genuineness of signatures, (iii) that the execution and delivery by each party to a document and the performance by such party of its obligations thereunder have been authorized by all necessary measures and do not violate or result in a breach of or default under such party’s certificate or instrument of formation and by-laws or the laws of such party’s jurisdiction of
