EX-99.(H)(1)(II) 10 dex99h1ii.htm OPINION OF OSLER, HOSKIN & HARCOURT LLP RE: U.S. FEDERAL INCOME TAX Opinion of Osler, Hoskin & Harcourt LLP re: U.S. Federal Income Tax

EXHIBIT (h)(1)(ii)

 

 

Osler, Hoskin & Harcourt LLP

   LOGO
 

620 8th Avenue – 36th Floor

New York, NY 10018

212.867.5800 MAIN

  
 

212.867.5802 FACSIMILE

  

 

 

New York

 

 

Toronto

 

 

Montréal

 

 

Ottawa

 

 

Calgary

  

July 20, 2010

 

Icahn Partners LP

Icahn Partners Master Fund LP

Icahn Partners Master Fund II LP

Icahn Partners Master Fund III LP

High River Limited Partnership

Icahn Fund S.à r.l.

Daazi Holding B.V.

7508921 Canada Inc.

Ronald G. Atkey, in his capacity as the sole trustee of the LGE Trust

c/o Icahn Associates Corp.

767 Fifth Avenue, 47th Floor

New York, NY 10153

  

 

Dear Ladies and Gentlemen:

 

We have acted as your counsel in connection with your offer to purchase up to all of the issued and outstanding common shares of Lions Gate Entertainment Corp. dated July 20, 2010 (the “Offer”) and the related circular (the “Circular”) included in Schedule TO filed with the United States Securities and Exchange Commission (the “Commission”). You have requested our opinion concerning the statements in the Circular under the heading “Material U.S. Federal Income Tax Considerations.”

 

For the purposes of this opinion, we have reviewed the Offer and Circular and such other documents and matters of law and fact as we have considered necessary or appropriate, and we have assumed that the Offer will be completed in the manner set forth in the Offer and Circular.

 

On the basis of the foregoing, and our consideration of such other matters of fact and law as we have deemed necessary or appropriate, we hereby confirm our opinion as set forth under the heading “Material U.S. Federal Income Tax Considerations” in the Circular, subject to the limitations set forth therein. Our opinion is limited to the federal income tax laws of the United States and does not purport to discuss the consequences or effectiveness of the Offer under any other laws.

 

This opinion is rendered to you as of the date of this letter, and we undertake no obligation to update this opinion subsequent to the date hereof. This opinion is based on various statutory provisions, regulations promulgated thereunder and interpretations thereof by the Internal Revenue Service and courts having jurisdiction over such matters, all of which are subject to change, either prospectively or retroactively. In addition, any variation or difference in the facts from those set forth in the Offer and Circular or any other documents we reviewed in connection with the Offer and Circular may affect the conclusions herein. This opinion is furnished to you and is for your use in connection with the transactions set forth in the Offer and Circular. This opinion may not be relied upon by you for any other purpose.

 

We hereby consent to the filing of our opinion as an exhibit to Schedule TO and to the reference to us under the headings “Material U.S. Federal Income Tax Considerations” and “Legal Matters” in the Circular. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission promulgated thereunder.

 

Yours very truly,

 

OSLER, HOSKIN & HARCOURT LLP