Attached files
Exhibit 8.1
New York Menlo Park Washington DC São Paulo London |
Paris Madrid Tokyo Beijing Hong Kong | |||
Davis Polk & Wardwell LLP 1600 El Camino Real Menlo Park, CA 94025 |
650 752 2000 tel 650 752 2111 fax |
May 11, 2017
SMART Global Holdings, Inc.
39870 Eureka Drive
Newark, CA 94560
Ladies and Gentlemen:
We are acting as United States counsel to SMART Global Holdings, Inc., a Cayman Islands exempted company (the Company) in connection with the preparation of the Registration Statement on Form S-1 (the Registration Statement) and the related Prospectus (the Prospectus) with respect to the Companys public offering of its ordinary shares. The Company is filing the Registration Statement (File No. 333-217539) with the United States Securities and Exchange Commission under the Securities Act of 1933 (the Act), as amended.
We, as your counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.
We hereby confirm our opinion set forth under the caption Taxation Material U.S. Federal Income Tax Consequences in the Prospectus.
We are members of the Bar of the State of New York and the foregoing opinion is limited to the laws of the State of New York and the federal laws of the United States.
We hereby consent to the use of our name under the captions Taxation and Legal Matters in the Prospectus included in the Registration Statement and to the filing, as an exhibit to the Registration, of this letter. In giving this consent we do not admit that we come within the category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ Davis Polk & Wardwell LLP