Attached files
file | filename |
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8-K - FORM 8-K - POTASH CORP OF SASKATCHEWAN INC | o66891e8vk.htm |
EX-1.A - EXHIBIT 1(A) - POTASH CORP OF SASKATCHEWAN INC | o66891exv1wa.htm |
EX-4.A - EXHIBIT 4(A) - POTASH CORP OF SASKATCHEWAN INC | o66891exv4wa.htm |
EX-8.A - EXHIBIT 8(A) - POTASH CORP OF SASKATCHEWAN INC | o66891exv8wa.htm |
EX-5.A - EXHIBIT 5(A) - POTASH CORP OF SASKATCHEWAN INC | o66891exv5wa.htm |
EX-5.B - EXHIBIT 5(B) - POTASH CORP OF SASKATCHEWAN INC | o66891exv5wb.htm |
EX-4.B - EXHIBIT 4(B) - POTASH CORP OF SASKATCHEWAN INC | o66891exv4wb.htm |
EX-23.D - EXHIBIT 23(D) - POTASH CORP OF SASKATCHEWAN INC | o66891exv23wd.htm |
EX-23.C - EXHIBIT 23(C) - POTASH CORP OF SASKATCHEWAN INC | o66891exv23wc.htm |
Exhibit 8(b)
[Kaye Scholer LLP Letterhead]
November 22, 2010
Potash Corporation of Saskatchewan Inc.
122-1st Avenue South, Suite 500
Saskatoon, Saskatchewan S7K 7G3 CANADA
122-1st Avenue South, Suite 500
Saskatoon, Saskatchewan S7K 7G3 CANADA
Re:
|
Prospectus Supplement dated November 22, 2010 to Prospectus dated June 28, 2010 filed by Potash Corporation of Saskatchewan Inc. |
Dear Ladies and Gentlemen:
We have acted as special U.S. federal income tax counsel to Potash Corporation of Saskatchewan
Inc., a corporation continued and existing under the laws of Canada (the Company) in
connection with the issuance and sale of $500,000,000 aggregate principal amount of notes due
December 1, 2017 and $500,000,000 aggregate principal amount of notes due December 1, 2040
(collectively, the Notes).
The Notes are being issued pursuant to the terms of the Terms Agreement among the Company and
the Underwriters identified therein (the Underwriting Agreement).
In connection with rendering the opinion set forth below, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of each of:
1. | the Preliminary Prospectus Supplement dated November 22, 2010 (the Preliminary Prospectus) relating to the Notes included in the Registration Statement on Form S-3 (Registration No. 333-167833) (the Registration Statement); |
2. | the Base Prospectus dated as of June 28, 2010 (the Base Prospectus) relating to the Notes included in the Registration Statement; |
3. | the Prospectus Supplement dated November 22, 2010 (the Prospectus Supplement and together with the Base Prospectus, the Prospectus) relating to the Notes included in the Registration Statement. |
4. | the forms of certificate evidencing the Notes; |
5. | the indenture between the Company and The Bank of Nova Scotia Trust Company of New York, dated as of February 27, 2003, a form of which was filed as an exhibit to the Registration Statement; |
Potash Corporation of Saskatchewan
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-2- | November 22, 2010 |
6. | a copy of a document entitled Potash Corporation of Saskatchewan Inc. Authorization and Issuance of Debt Securities adopted by the Company on November 22, 2010; and |
7. | the Underwriting Agreement. |
We have relied, without independent investigation, as to factual matters on, and assumed the
accuracy of, the representations and warranties contained in the Prospectus and the above
referenced documents (the Documents). In addition, we have assumed the legal capacity of
all natural persons executing the Documents and such other certificates and documents, the
genuineness of all signatures thereon, the authority of all persons signing the Documents on behalf
of the parties thereto, the authenticity of all Documents submitted to us as originals, and the
conformity of the originals of all copies submitted to us as electronic mail, telecopies,
photocopies, or conformed copies.
In rendering the opinion set forth below, we have also assumed that: (i) there are no
agreements or understandings, other than as set forth in the Documents, whether in written form or
otherwise, pertaining to the repayment by the Company of the Notes; (ii) each Document has been
duly authorized by each party thereto; (iii) each Document has
been duly executed and delivered by
each party thereto; (iv) each party of each Document has the requisite power and authority
(corporate, partnership, or other) to execute, deliver, and perform each Document to which it is a
party; (v) each Document constitutes a legal, valid, and binding agreement of the parties to such
Document enforceable against such parties in accordance with its terms; (vi) each of the parties
to the Document will duly comply (without waiver) with the terms of the relevant Document; (vii)
the Company will conduct its activities only as provided in the Documents; and (viii) there have
been no amendments or supplements to the Documents.
Based
on the foregoing, and subject to any assumptions, exceptions, limitations,
qualifications and conditions set forth herein, we are of the opinion that the statements in the
Preliminary Prospectus and the Prospectus under the heading
United States Federal Income Tax
Considerations, insofar as such statements purport to summarize
certain U.S. federal income tax
laws of the United States, constitute a fair summary of the principal
U.S. federal income tax
consequences of an investment in the Notes.
The foregoing opinion is based on the U.S. Internal Revenue Code of 1986, as amended, U.S.
Treasury regulations promulgated thereunder, and administrative and judicial interpretations
thereof, all of which are subject to change. There can be no
assurance that existing law will not
change or that contrary positions will not be taken by the U.S. Internal Revenue Service. Any such
change might be retroactive and might affect the opinion set forth above.
The
foregoing opinion is limited to the U.S. federal income tax matters addressed herein, and
no other opinions are rendered with respect to other U.S. federal tax matters or to any issues
arising under the tax laws of any other country, or any state or locality. This opinion letter
Potash Corporation of Saskatchewan
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is rendered as of the date hereof and we undertake no obligation to update the opinions
expressed herein after the date of this letter. This opinion letter is solely for the information
and use of the addressees, and it may not be distributed, relied upon for any purposed by any other
person, quoted in whole or in part or otherwise reproduced in any document, or filed with any
governmental agency without our express written consent.
Notwithstanding anything to the contrary herein, the recipient of this opinion (and any
employee, representative, or other agent of the recipient of this opinion) may disclose to any and
all persons, without limitation of any kind, the tax treatment and tax structure of the Notes and
all materials of any kind (including opinions or other discussion and analysis) that are provided
to it relating to such tax treatment and tax structure (but no other details regarding matters
covered by this opinion), pursuant to section 1.6011-4 of the U.S. Treasury Regulations.
IRS Circular 230 Disclosure: To ensure compliance with Treasury Department regulations, we
inform you that (i) any U.S. federal tax advice contained in this letter (including any attachments
or enclosures) is not intended or written to be used, and cannot be used, for the purpose of
avoiding penalties that may be imposed under the U.S. Internal Revenue Code, (ii) such advice is
written in connection with the promotion or marketing of the transactions or matter discussed
herein, and (iii) any taxpayer to whom the transactions or matters discussed herein are being
promoted, marketed or recommended should seek advice based on its own particular circumstances from
an independent tax advisor.
Very truly yours,
/s/ Kaye Scholer LLP