Attached files
| file | filename |
|---|---|
| S-1/A - Green Brick Partners, Inc. | v205281_s1a.htm |
| EX-5.1 - Green Brick Partners, Inc. | v205281_ex5-1.htm |
| EX-4.5 - Green Brick Partners, Inc. | v205281_ex4-5.htm |
| EX-4.6 - Green Brick Partners, Inc. | v205281_ex4-6.htm |
| EX-10.7 - Green Brick Partners, Inc. | v205281_ex10-7.htm |
| EX-23.1 - Green Brick Partners, Inc. | v205281_ex23-1.htm |
Exhibit
8.1
[Letterhead
of]
CRAVATH,
SWAINE & MOORE LLP
[New York
Office]
December
14, 2010
Ladies
and Gentlemen:
We have
acted as counsel to BioFuel Energy Corp., a Delaware corporation (the “Company”), in
connection with the filing by the Company with the Securities and Exchange
Commission (the “Commission”) of a
registration statement on Form S-1 (Registration No. 333-169982) (the
“Registration
Statement”) under the Securities Act of 1933, as amended (the “Securities Act”),
relating to the registration under the Securities Act of (i) subscription rights
of the Company (the “Rights”), (ii) shares
of series A non-voting convertible preferred stock of the Company (the “Preferred Stock”),
(iii) depositary shares each representing a fractional interest in a share of
Preferred Stock (the “Depositary Shares”)
and (iv) shares of common stock of the Company (the “Common Stock”), in
each case referred to therein, and in connection with the distribution by the
Company to record holders of its Common Stock of the Rights to purchase
Depositary Shares (the “Rights
Offering”).
In that
connection, we have examined originals, or copies certified or otherwise
identified to our satisfaction, of the Registration Statement and the exhibits
thereto and such documents, corporate records and other instruments as we have
deemed necessary or appropriate for the purposes of this opinion, including,
without limitation, the Amended and Restated Certificate of Incorporation of the
Company, the Amended and Restated By-laws of the Company and the Amended
and Restated Rights Offering Letter Agreement (the “ROLA”), dated
December 14, 2010, by and among the Company, BioFuel Energy, LLC,
Greenlight Capital, L.P., Greenlight Capital Qualified, L.P., Greenlight Capital
(Gold), L.P., Greenlight Capital Offshore Partners, Greenlight Capital Offshore
Master (Gold), Ltd., Greenlight Reinsurance, Ltd., Third Point Loan LLC and
Third Point Advisors LLC.
In
rendering our opinion, we have assumed the genuineness of all signatures, the
legal capacity of all natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed or photostatic copies, and the
authenticity of the originals of such latter documents. As to all
questions of fact material to this opinion that have not been independently
established, we have relied upon certificates or comparable documents of
officers and representatives of the Company.
In
rendering our opinion, we have assumed, with your permission, that (i) the
Rights Offering will be consummated as described in the Registration Statement
and (ii) the statements concerning the terms of the Rights Offering set forth in
the ROLA and the Registration Statement are, and will remain, true, complete and
correct at all times up to and including the consummation of the Rights
Offering.
Our
opinion is based on current provisions of the Internal Revenue Code of 1986, as
amended, 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 Rights Offering after the date of
effectiveness of the Registration Statement, or any inaccuracy in the
statements, facts and assumptions upon which we have relied, may affect the
continuing validity of our opinion as set forth herein. We assume no
responsibility to inform you of any such change or inaccuracy that may occur or
come to our attention. Finally, our opinion is limited to the tax
matters specifically covered hereby. No opinion should be inferred as
to (i) any other tax consequences of the Rights Offering or (ii) the tax
consequences of the Rights Offering under any state, local or foreign law, or
with respect to other areas of U.S. Federal taxation. We are admitted
to practice in the State of New York, and we express no opinion as to matters
governed by any laws other than the Federal laws of the United States of
America.
Based on
the foregoing and subject to the qualifications set forth herein, we hereby
confirm that each portion of the discussion under the caption “Material U.S.
Federal Income Tax Consequences” in the Registration Statement that is referred
to as the opinion of Cravath, Swaine & Moore LLP constitutes our
opinion.
We hereby
consent to the filing of this opinion with the Commission as Exhibit 8.1 to
the Registration Statement. We also consent to the reference to our
firm under the caption “Legal Matters” in the prospectus constituting a part of
the Registration Statement. In giving such consent, we do not admit
that we are included in the category of persons whose consent is required under
Section 7 of the Securities Act or the rules and regulations of the
Commission.
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Very
truly yours,
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/s/
Cravath, Swaine & Moore LLP
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BioFuel
Energy Corp.
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1600
Broadway, Suite 2200
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Denver,
CO 80202
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O
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