Attached files

file filename
S-1/A - AMENDMENT NO. 3 TO FORM S-1 - Travelport Worldwide LTDd732428ds1a.htm
EX-10.67 - EX-10.67 - Travelport Worldwide LTDd732428dex1067.htm
EX-10.66 - EX-10.66 - Travelport Worldwide LTDd732428dex1066.htm
EX-10.69 - EX-10.69 - Travelport Worldwide LTDd732428dex1069.htm
EX-99.1 - EX-99.1 - Travelport Worldwide LTDd732428dex991.htm
EX-10.68 - EX-10.68 - Travelport Worldwide LTDd732428dex1068.htm
EX-23.1 - EX-23.1 - Travelport Worldwide LTDd732428dex231.htm
EX-99.3 - EX-99.3 - Travelport Worldwide LTDd732428dex993.htm
EX-10.63 - EX-10.63 - Travelport Worldwide LTDd732428dex1063.htm
EX-23.2 - EX-23.2 - Travelport Worldwide LTDd732428dex232.htm
EX-10.65 - EX-10.65 - Travelport Worldwide LTDd732428dex1065.htm
EX-10.62 - EX-10.62 - Travelport Worldwide LTDd732428dex1062.htm
EX-10.64 - EX-10.64 - Travelport Worldwide LTDd732428dex1064.htm
EX-99.2 - EX-99.2 - Travelport Worldwide LTDd732428dex992.htm

Exhibit 8.1

 

LOGO

 

 

601 Lexington Avenue

New York, New York 10022

 

(212) 446-4800

  Facsimile:
    (212) 446-4900
  www.kirkland.com  

September 10, 2014

Travelport Worldwide Limited

Axis One, Axis Park

Langley, Berkshire SL3 8AG

United Kingdom

 

  Re: Offering of Common Shares, Par Value $0.0002 Per Share, of Travelport Worldwide Limited (the “Company”)

Ladies and Gentlemen:

You have requested our opinion concerning the statements in the Registration Statement (as defined below) under the caption “Taxation — Material United States Federal Income Tax Considerations to United States Holders” in connection with the public offering of certain common shares (“Shares”), par value $0.0002 per share, of the Company pursuant to the registration statement on Form S-1 (Registration No. 333-196506) initially filed by the Company with the Securities and Exchange Commission (the “Commission”) on June 4, 2014, and as subsequently amended, for the purpose of registering the offering of the Shares under the Securities Act of 1933, as amended (the “Act”), and as constituted at the time it became effective in accordance with Rule 430A promulgated under the Act (the “Registration Statement”).

This opinion is being furnished to you as Exhibit 8.1 to the Registration Statement.

In connection with rendering the opinion set forth below, we have examined and relied on originals or copies of the following (collectively, (a)-(b) below are referred to as the “Documents”):

 

  (a) the Registration Statement; and

 

  (b) such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinion set forth below.

Our opinion is conditioned on the initial and continuing accuracy of the facts, information and analyses set forth in the Documents. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Registration Statement.

Beijing        Chicago        Hong Kong        London        Los Angeles        Munich        Palo Alto        San Francisco        Shanghai         Washington, D.C.


For purposes of our opinion, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all Documents submitted to us as originals, the conformity to original Documents of all Documents submitted to us as certified, conformed, electronic, or photostatic copies, and the authenticity of the originals of such latter Documents. We have relied on a representation of the Company that such Documents are duly authorized, valid and enforceable.

In addition, we have relied on factual statements and representations of the officers and other representatives of the Company and others, and we have assumed that such statements and representations are and will continue to be correct without regard to any qualification as to knowledge or belief.

We have not independently verified, and do not assume any responsibility for, the completeness or fairness of the Registration Statement and make no representation that the actions taken in connection with the preparation and review of the Registration Statement are sufficient to cause the Registration Statement to be complete or fair.

Our opinion is based on the United States Internal Revenue Code of 1986, as amended, United States Treasury regulations, judicial decisions, published positions of the United States Internal Revenue Service, and such other authorities as we have considered relevant, all as in effect as of the date of this opinion and all of which are subject to differing interpretations or change at any time (possibly with retroactive effect). A change in the authorities upon which our opinion is based could affect the conclusions expressed herein. There can be no assurance, moreover, that the opinion expressed herein will be accepted by the United States Internal Revenue Service or, if challenged, by a court.

Based upon and subject to the foregoing, we are of the opinion that, under current United States federal income tax law, although the discussion set forth in the Registration Statement under the heading “Taxation — Material United States Federal Income Tax Considerations to United States Holders” does not purport to summarize all possible United States federal income tax considerations of the ownership and disposition of Shares to United States Holders (as defined therein), such discussion constitutes, in all material respects, an accurate summary of the United States federal income tax consequences of the ownership and disposition of the Shares that are anticipated to be material to United States Holders who hold the Shares pursuant to the Registration Statement, subject to the qualifications set forth in such discussion, and, to the extent that it sets forth any specific legal conclusion under United States federal income tax law, except as otherwise provided therein, it represents our opinion. Note, however, we do not express any opinion herein with respect to the Company’s status as a passive foreign investment company (“PFIC”) for United States federal income tax purposes for any taxable year, for the reasons stated in the discussion on PFICs set forth in the Registration Statement under the heading “Taxation — Material United States Federal Income Tax Considerations to United States Holders.”

Except as set forth above, we express no other opinion. This opinion is furnished to you in connection with the offering of the Shares. This opinion is expressed as of the date hereof, and we are under no obligation to supplement or revise our opinion to reflect any legal developments or factual matters arising subsequent to the date hereof.

 

2


We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, to the use of our name under the captions “Taxation” and “Legal Matters” in the prospectus included in the Registration Statement and to the discussion of this opinion in the prospectus included in the Registration Statement. 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.

 

Sincerely,
/s/ Kirkland & Ellis LLP
KIRKLAND & ELLIS LLP

 

3