Exhibit 8.1
June 16, 2022
Second Sight Medical Products, Inc.
13170 Telfair Avenue
Sylmar, CA 91342
| Re: | Registration Statement on Form S-4 |
Ladies and Gentlemen:
We have acted as special counsel to Second Sight Medical Products, Inc., a California corporation (“SSMP”), in connection with the merger of NPM Acquisition Corp., a California corporation and a wholly-owned subsidiary of SSMP (“Merger Sub”), with and into Nano Precision Medical, Inc., a California corporation (“NPM”), with NPM surviving the merger and becoming a wholly-owned direct subsidiary of SSMP (the “Merger”), and the preparation and filing of SSMP’s Registration Statement on Form S-4, as amended (the “Registration Statement,” which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto), relating to shares of SSMP Common Stock, no par value (collectively, “SSMP Common Stock”), to be issued by SSMP in connection with the Merger pursuant to the terms of the Agreement and Plan of Merger, dated as of February 4, 2022 (as it may be further amended or supplemented from time to time) among SSMP and NPM.
SSMP has requested that we render our opinion as to certain tax matters relating to the Merger. Capitalized terms used but not defined herein have the respective meanings ascribed to them in the Registration Statement.
For purposes of giving this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such agreements and other documents as we have deemed relevant and necessary, including the representation letters executed as of the date hereof for purposes of this opinion by an officer of SSMP on behalf of SSMP (the “SSMP Officer’s Certificate”), and by an officer of NPM on behalf of NPM (the “NPM Officer’s Certificate” and, with the SSMP Officer’s Certificate, the “Officer’s Certificates”) and we have made such investigations of law as we have deemed appropriate as a basis for the opinion expressed below. In our examination, we have assumed, without independent verification, (i) the authenticity of original documents, (ii) the accuracy of copies and the genuineness of signatures, (iii) that the execution and delivery by each party to a document and the performance by such party of its obligations thereunder have been authorized by all necessary measures and do not violate or result in a breach of or default under such party’s certificate or instrument of formation and by-laws or the laws of such party’s jurisdiction of organization, (iv) that each agreement represents the entire agreement between the parties with respect to the subject matter thereof, (v) that the parties to each agreement have complied, and will comply, with all of their respective covenants, agreements and undertakings contained therein, (vi) that the transactions provided for by each agreement were and will be carried out in accordance with their terms, and (vii) that the representations and statements in the Officer’s Certificates are accurate and that the parties to the Merger will comply with the undertakings therein. In rendering our opinion we have made no independent investigation of the facts referred to herein and have relied for the purpose of rendering this opinion exclusively on those facts that have been provided to us by you and your agents, which we assume have been, and will continue to be, true.
The opinion set forth below is based on the Internal Revenue Code of 1986, as amended, administrative rulings, judicial decisions, Treasury regulations and other applicable authorities, all as in effect on the effective date of the Registration Statement. The statutory provisions, regulations, and interpretations upon which our opinion is based are subject to change, and such changes could apply retroactively. Any change in law or the facts regarding the Merger or any of the transactions related thereto, or any inaccuracy in the facts or assumptions on which we relied, could affect the continuing validity of the opinion set forth below. We assume no responsibility to inform you of any such changes or inaccuracy that may occur or come to our attention.
Based upon and subject to the foregoing, and subject to the limitations and qualifications set forth herein and in the Registration Statement: (1) it is our opinion that the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code; and (2) the discussion set forth under the caption “Material U.S. Federal Income Tax Consequences of the Merger” in the Registration Statement, insofar as it expresses conclusions as to the application
