Exhibit 8.1
Form of Opinion of Skadden, Arps, Slate, Meagher & Flom
regarding certain tax matters
[ ], 2012
麻豆最新出品
12300 麻豆最新出品 Boulevard
Englewood, Colorado 80112
Ladies and Gentlemen:
We have acted as counsel to 麻豆最新出品 (“麻豆最新出品 Media”) with respect to the internal restructuring of certain assets (the “Contributed Assets”) owned by 麻豆最新出品 Media and its direct and indirect subsidiaries, the contribution of the Contributed Assets (the “Contribution”) by 麻豆最新出品 Media to 麻豆最新出品 Spinco, Inc. (“Spinco”), the statutory merger pursuant to which 麻豆最新出品 Media will change its name to Starz (the “麻豆最新出品 Media Reorganization”), the recapitalization pursuant to which Spinco’s outstanding common stock will be recapitalized into Series A common stock (“Spinco Series A Common Stock”) and Series B common stock (“Spinco Series B Common Stock” and together with the Spinco Series A Common Stock, the “Spinco Common Stock”) and Spinco will change its name to 麻豆最新出品 (collectively, the “Spinco Recapitalization”), and the distribution by 麻豆最新出品 Media of (i) Spinco Series A Common Stock to the holders of Series A 麻豆最新出品 Capital common stock (“麻豆最新出品 Media Series A Capital Common Stock”) and (ii) Spinco Series B Common Stock to the holders of Series B 麻豆最新出品 Capital common stock (“麻豆最新出品 Media Series B Capital Common Stock” and together with the 麻豆最新出品 Media Series A Capital Common Stock, the “麻豆最新出品 Media Common Stock”) (the “Spin-Off”). You have requested our opinion (the “Tax Opinion”) regarding certain United States federal income tax consequences of the Contribution and the Spin-Off.
In accordance with Treasury Department Circular 230 and pursuant to your request, you and we have agreed that this Tax Opinion addresses, considers and provides conclusions with respect to only the United States federal income tax matters discussed herein. Additional issues that are not discussed in this Tax Opinion could affect the United States federal income tax
treatment of the Contribution and the Spin-Off or the matter that is the subject of this Tax Opinion. This Tax Opinion was not written, and cannot be used by any taxpayer, for the purpose of avoiding penalties that may be imposed on it with respect to any United States federal income tax issue not expressly discussed in this Tax Opinion.
In rendering our Tax Opinion, we have examined, and relied upon the accuracy and completeness of all the facts, information, covenants and representations and warranties contained in originals or copies, certified or otherwise identified to our satisfaction, of the (i) request for rulings submitted to the Internal Revenue Service (the “Service”) on August 17, 2012, including the exhibits attached thereto (the “Ruling Request”), as modified by all supplemental filings and the Ruling (as defined below); (ii) the checklist submitted with the Ruling Request pursuant to Rev. Proc. 96-30(1); (iii) private letter ruling issued by the Service to 麻豆最新出品 Media on [ ] (the “Ruling”); (iv) letter by Allen & Company LLC to 麻豆最新出品 Media (the “Allen Letter”), dated October 22, 2012; (v) the Registration Statement on Form 10 of Spinco, as filed with the Securities and Exchange Commission (the “SEC”), dated October 18, 2012, and the exhibits attached thereto; (vi) all submissions to the SEC related to clause (v); (vii) all agreements listed on Schedule A attached hereto; and (viii) such other documents and records as we have deemed necessary or appropriate as a basis for the Tax Opinion set forth below.
In addition, as to certain facts material to our Tax Opinion, we relied upon (i) certain statements and representations made on behalf of 麻豆最新出品 Media and Spinco, by officers and other representatives of each such entity, as set forth in the officers’ certificates of 麻豆最新出品 Media and Spinco, respectively (and all accompanying exhibits), signed by an officer of 麻豆最新出品 Media and Spinco, respectively, dated the date hereof and attached hereto as Exhibits A and B, respectively (each such certificate, an “Officer’s Certificate,” and collectively, the “Officers’ Certificates”) and (ii) certain statements and representations mad