EX-8.1 3 tm2218721d9_ex8-1.htm EXHIBIT 8.1

 

Exhibit 8.1

 

Loeb & Loeb LLP

 

10100 Santa Monica Blvd.
Suite 2200
Los Angeles, CA 90067

Main        310.282.2000
Fax           310.282.2200

 

October 17, 2022 

Lakeshore Acquisition I Corp.
667 Madison Avenue
New York, NY 10065
Attention: Bill Chen

 

Re:Registration Statement of LAAA Merger Corp.

 

Ladies and Gentlemen:

 

We have acted as United States counsel to Lakeshore Acquisition I Corp., a Cayman Islands exempted company, (“Lakeshore”), in connection with the proposed Business Combination (as defined below) contemplated by an Agreement and Plan of Merger, dated as of May 9 2022 (the “Merger Agreement”), by and between Lakeshore and ProSomnus Holdings Inc., a Delaware corporation (the “ProSomnus”), pursuant to which (i) Lakeshore will reincorporate to the State of Delaware by merging with and into LAAA Merger Corp., a Delaware corporation and wholly-owned subsidiary of Lakeshore (“PubCo”), with PubCo surviving as the publicly traded entity (the “Reincorporation Merger”); and (ii) immediately after the Reincorporation Merger, LAAA Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of PubCo (“Merger Sub”), will be merged with and into ProSomnus, with ProSomnus surviving as a wholly-owned subsidiary of PubCo (the “Acquisition Merger”) (collectively, the “Business Combination”).

 

The Business Combination and certain other related transactions are described in the Registration Statement of LAAA Merger Corp. on Form S-4 under the Securities Act of 1933, as amended (the “Securities Act”), filed on June 28, 2022 (Registration Number 333-265885) as amended through the date hereof (the “Registration Statement”).

 

In rendering this opinion, we have reviewed the Registration Statement and have assumed with your approval the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, and the completeness and accuracy of the documents reviewed by us. We have assumed with your approval and have not verified the accuracy of the factual matters and representations set forth in the Registration Statement.

 

Based on the foregoing and subject to the assumptions, limitations and qualifications stated in the Registration Statement and herein, we hereby confirm and adopt as our opinion the statements of United States federal income tax law on the date hereof as set forth in the Registration Statement under the caption “Material U.S. Federal Income Tax Consequences — U.S. Federal Income Tax Consequences of the Reincorporation Merger to U.S. Holders of Lakeshore Securities” and “Material U.S. Federal Income Tax Consequences — Certain U.S. Federal Income Tax Consequences to U.S. Holders of Exercising Redemption Rights.”

 

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For the United States offices, a limited liability partnership including professional corporations. For Hong Kong office, a limited liability partnership.

 

 

 

Lakeshore Acquisition I Corp.

October 17, 2022

Page 2

 

This opinion is based upon the existing provisions of the Internal Revenue Code of 1986, as amended, Treasury Regulations promulgated thereunder, published revenue rulings and procedures from the United States Internal Revenue Service (“IRS”) and judicial decisions, all as in effect on the date hereof. Any such authority is subject to change, and any change may be retroactive in effect and may affect our opinion as set forth herein. Our opinion is based on the facts, assumptions and representations set forth in the Registration Statement and this opinion. If any of the facts, assumptions or representations is not true, correct or complete, our opinion may not be applicable. We undertake no responsibility to update this opinion or to advise you of any developments or changes as a result of a change in legal authority, fact, representation, assumption or document, or any inaccuracy in any fact, representation or assumption, upon which this opinion is based, or otherwise.

 

Our opinion is not binding on the IRS or a court. The IRS may disagree with one or more of our conclusions, and a court may sustain the IRS’s position.

 

Regards,

 

/s/ Loeb & Loeb LLP