Attached files
file | filename |
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8-K - FORM 8-K - Avago Technologies LTD | f59360e8vk.htm |
EX-1.1 - EX-1.1 - Avago Technologies LTD | f59360exv1w1.htm |
EX-5.1 - EX-5.1 - Avago Technologies LTD | f59360exv5w1.htm |
EX-8.1 - EX-8.1 - Avago Technologies LTD | f59360exv8w1.htm |
Exhibit 8.2
355 South Grand Avenue | ||||||
Los Angeles, California 90071-1560 | ||||||
Tel: +1.213.485.1234 Fax: +1.213.891.8763 | ||||||
www.lw.com | ||||||
FIRM / AFFILIATE OFFICES | ||||||
Abu Dhabi | Moscow | |||||
Barcelona | Munich | |||||
May 31, 2011
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Beijing | New Jersey | ||||
Boston | New York | |||||
Brussels | Orange County | |||||
Chicago | Paris | |||||
Doha | Riyadh | |||||
Dubai | Rome | |||||
Frankfurt | San Diego | |||||
Avago Technologies Limited
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Hamburg | San Francisco | ||||
1 Yishun Avenue 7
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Hong Kong | Shanghai | ||||
Singapore 768923
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Houston | Silicon Valley | ||||
London | Singapore | |||||
Los Angeles | Tokyo | |||||
Madrid | Washington, D.C. | |||||
Milan |
Re: Ordinary Shares of Avago Technologies Limited |
Ladies and Gentlemen:
We have acted as special U.S. counsel to Avago Technologies Limited, a company incorporated
under the laws of the Republic of Singapore (the Company), in
connection with the sale by certain selling shareholders of 25,000,000 ordinary shares, no par
value (the Ordinary Shares), of the Company pursuant to the registration statement on
Form S-3 (Registration No. 333-168621) under the Securities Act of 1933, as amended (the
Act), filed by the Company with the Securities and Exchange Commission (the
Commission) on August 6, 2010, a base prospectus dated August 6, 2010 (the Base
Prospectus), a preliminary prospectus supplement dated May 31, 2011 (together with the Base
Prospectus, the Preliminary Prospectus), and a prospectus supplement dated May 31, 2011
(together with the Base Prospectus, the Prospectus). You have requested our opinion
concerning the statements in the Preliminary Prospectus and the Prospectus under the caption Tax
ConsiderationsU.S. Federal Income Taxation.
The facts, as we understand them, and upon which with your permission we rely in rendering the
opinion herein, are set forth in the Preliminary Prospectus, the Prospectus and the Companys
responses to our examinations and inquiries.
In our capacity as special U.S. counsel to the Company, we have made such legal and factual
examinations and inquiries, including an examination of originals or copies certified or otherwise
identified to our satisfaction of such documents, corporate records and other instruments, as we
have deemed necessary or appropriate for purposes of this opinion. In our examination, we have
assumed the authenticity of all documents submitted to us as originals, the genuineness of all
signatures thereon, the legal capacity of natural persons executing such documents and the
conformity to authentic original documents of all documents submitted to us as copies. For the
purpose of our opinion, we have not made an independent investigation or audit of the facts set
forth in the above-referenced documents.
May 31, 2011
Page 2
Page 2
We are opining herein as to the effect on the subject transaction only of the federal income
tax laws of the United States, and we express no opinion with respect to the applicability thereto,
or the effect thereon, of other federal laws, the laws of any state or the laws of any other
jurisdiction, or as to any matters of municipal law or the laws of any other local agencies within
any state.
Based on such facts and subject to the limitations set forth in the Preliminary Prospectus and
the Prospectus, the statements of law and legal conclusions in the Preliminary Prospectus and the
Prospectus under the caption Tax ConsiderationsU.S. Federal Income Taxation constitute the
opinion of Latham & Watkins LLP as to the material United States federal income tax consequences of
an investment in the Ordinary Shares.
No opinion is expressed as to any matter not discussed herein.
This opinion is rendered to you as of the date of this letter, and we undertake no obligation
to update this opinion subsequent to the date hereof. This opinion is based on various statutory
provisions, regulations promulgated thereunder and interpretations thereof by the Internal Revenue
Service and the courts having jurisdiction over such matters, all of which are subject to change
either prospectively or retroactively. Also, any variation or difference in the facts from those
set forth in the Preliminary Prospectus and the Prospectus or any other
documents we reviewed in connection with the offering of the Ordinary Shares may affect the
conclusions stated herein.
This opinion is furnished to you and is for your use in connection with the transactions set
forth in the Preliminary Prospectus and the Prospectus. This opinion may not be relied upon by you
for any other purpose. However, this opinion may be relied upon by persons entitled to rely on it
pursuant to applicable provisions of federal securities law.
We hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K
of the Company and to the use of our name under the captions Tax Considerations and Legal
Matters in the Preliminary Prospectus and the Prospectus. In giving such consent, we do not
thereby admit that we are within the category of persons whose consent is required under Section 7
of the Act or the rules or regulations of the Commission promulgated thereunder.
Very truly yours, |
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/s/ Latham & Watkins LLP | ||||