Attached files
| file | filename |
|---|---|
| S-1/A - AMENDMENT NO.2 TO FORM S-1 - ATEL Growth Capital Fund 8, LLC | v316272_atel8-s1a.htm |
| EX-3.2 - EXHIBIT 3.2 - ATEL Growth Capital Fund 8, LLC | v316272_ex3-2.htm |
| EX-5.1 - EXHIBIT 5.1 - ATEL Growth Capital Fund 8, LLC | v316272_ex5-1.htm |
| EX-1.2 - EXHIBIT 1.2 - ATEL Growth Capital Fund 8, LLC | v316272_ex1-2.htm |
| EX-1.1 - EXHIBIT 1.1 - ATEL Growth Capital Fund 8, LLC | v316272_ex1-1.htm |
| EX-10.1 - EXHIBIT 10.1 - ATEL Growth Capital Fund 8, LLC | v316272_ex10-1.htm |
| EX-23.1.5 - EXHIBIT 23.1.5 - ATEL Growth Capital Fund 8, LLC | v316272_23-1x5.htm |
| EX-23.1.6 - EXHIBIT 23.1.6 - ATEL Growth Capital Fund 8, LLC | v316272_23-1x6.htm |
Exhibit 8.1
LAW OFFICES OF
DERENTHAL & DANNHAUSER LLP
1999 HARRISON STREET, 26th FLOOR
OAKLAND, CALIFORNIA 94612
(510) 350-3070
December 20, 2011
ATEL GROWTH CAPITAL FUND 8, LLC
600 California Street, 6th Floor
San Francisco, CA 94108
Re: Federal Income Tax Consequences
Ladies and Gentlemen:
You have requested our opinion with respect to the material Federal income aspects of the offering as set forth in the prospectus forming part of the Registration Statement filed with the Securities and Exchange Commission on or about the date hereof (the “Prospectus”), relating to the offering of securities of ATEL GROWTH CAPITAL FUND 8, LLC (the “Fund”). All terms used herein have the respective meanings set forth in the Prospectus.
We have acted as special tax counsel to the Fund with respect to the offering of Units. This letter is for delivery in connection with the offering made by the Prospectus. We hereby render to you as of the effective date of the Registration Statement the opinions attributed to us in the “Federal Income Tax Consequences” section of the Prospectus, subject to all the statements, representations and assumptions accompanying such opinions. This letter and the opinions confirmed herein are for delivery to the Fund and its Unit holders, and the Fund and its Unit holders may rely on the opinions stated below. We hereby consent to the use of this opinion as an exhibit to the Registration Statement of the Fund and to the reference to this firm in the Prospectus under the captions “Federal Income Tax Consequences” and “Legal Opinions.”
In rendering these opinions, we have examined and relied upon the following:
| (i) | The Limited Liability Company Articles of Organization of the Fund as filed with the California Secretary of State on December 8, 2011; |
| (ii) | The Operating Agreement of the Fund dated as of December 13, 2011 (the “Operating Agreement”); |
| (iii) | The Prospectus and the Registration Statement; |
| (iv) | The representation letter dated as of even date herewith delivered to us by the Fund; and |
| (v) | Such other documents, records and instruments as we have deemed necessary in order to enable us to render the opinions referred to in this letter. |
For purposes of rendering the opinion stated below, we have assumed:
| (a) | The truth and accuracy of the statements contained in the Prospectus; |
| (b) | That the Operating Agreement has not been amended, restated, or otherwise revised; |
| (c) | That the Fund has been duly formed and is validly existing under the laws of the State of California and has been and will be operated at all times during its existence in accordance with the provisions of its Operating Agreement, the description of its organization and operation contained in the Prospectus, and all applicable state statutes pertaining to limited partnerships; |
| (d) | In those cases in which we have not been involved directly in the preparation, execution or the filing of a document, that (i) the document reviewed by us is an original document, or a true and accurate copy of the original document, and has not been subsequently amended, (ii) the signatures on each original document are genuine, and (iii) each party who executed the document had proper authority and capacity; |
| (e) | The factual representations, views and beliefs of the Manager referred to in the “Federal Income Tax Consequences” section of the Prospectus, including, but not limited to, (i) the representation that the Fund will not elect to be treated as a corporation for Federal tax purposes under the Regulations; and (ii) the representation that the Units will not be listed on an established securities market, and will not be readily tradable on a secondary market or the substantial equivalent thereof, are true, correct and accurate; and |
| (f) | That neither the Fund nor its Members will elect to be excluded from the partnership provisions of the Code. |
Our opinions are based upon applicable California law, the Internal Revenue Code of 1986, as amended, existing and proposed regulations of the Treasury Department, reports and statements of Congressional committees and members, published administrative announcements and rulings of the Internal Revenue Service, and court decisions.
Our opinions represent our conclusions as to the application of Federal income tax law to the transactions contemplated in the Prospectus, and we can give no assurance that legislative enactments, administrative changes or court decisions may not be forthcoming which would modify or supersede our opinions. Moreover, there can be no assurance that positions contrary to our opinions will not be taken by the Internal Revenue Service or that a court considering the issues will not hold contrary to such opinions. Further, all of the opinions set forth above represent our conclusions based upon the documents and facts referred to above. Any material amendments to such documents or changes in any significant facts could affect the opinions referred to herein. Although we have made such inquiries and performed such investigation as we have deemed necessary to fulfill our professional responsibilities as tax counsel, we have not undertaken an independent investigation of the facts referred to in this letter.
We express no opinion as to any Federal income tax issue or other matter except those set forth in the Prospectus under the caption “Federal Income Tax Consequences.”
| Very truly yours, | |
| /s/ DERENTHAL & DANNHAUSER LLP |