|Davis Polk & Wardwell LLP||212 450 4000 tel|
|450 Lexington Avenue||212 701 5800 fax|
|New York, NY 10017|
|May 10, 2021|
|Re:||U.S. Federal Income Tax Consequences for Holders of PlayStudios Capital Stock|
10150 Covington Cross Drive
Las Vegas, NV 89144
Ladies and Gentlemen:
We have acted as counsel to PlayStudios, Inc., a Delaware corporation (“PlayStudios”) in connection with the transactions contemplated by the agreement and plan of merger, dated as of February 1, 2021 (as amended or modified from time to time, the “merger agreement”), by and among Playstudios, Acies Acquisition Corp., a Cayman Islands exempted company (“Acies”), Catalyst Merger Sub I, Inc., a Delaware corporation and a wholly owned direct subsidiary of Acies, and Catalyst Merger Sub II, LLC, a Delaware limited liability company and a wholly owned direct subsidiary of Acies (the “business combination”). Unless otherwise indicated, each capitalized term used herein has the meaning ascribed to it in the Registration Statement (defined below).
This opinion is being delivered in connection with the Registration Statement (File No. 333-253135) of Acies on Form S-4, filed with the Securities and Exchange Commission, as amended and supplemented through the date hereof (the “Registration Statement”).
|PlayStudios, Inc.||2||May 10, 2021|
In connection with this opinion, we have examined and reviewed originals or copies, certified or otherwise identified to our satisfaction, of: (i) the Registration Statement; (ii) the merger agreement; (iii) the representation letter of PlayStudios, dated as of today, and the representation letter of Acies, dated as of today, each delivered to us for purposes of this opinion (the “Representation Letters”) and (iv) such other documents, certificates and records as we have deemed necessary or appropriate as a basis for our opinion. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies, and the authenticity of the originals of such latter documents. While we do not have any knowledge that any statement contained in the Representation Letters is untrue, incorrect, or incomplete in any respect, we have not undertaken any independent investigation of any factual matter set forth in the Representation Letters or any of the other foregoing documents. For purposes of our opinion, we have assumed, with your permission that (i) the business combination will be consummated in the manner described in the Registration Statement and the merger agreement, (ii) the statements concerning the business combination set forth in the merger agreement and the Registration Statement are true, complete and correct and will remain true, complete and correct at all times up to and including the Second Effective Time, (iii) the representations made by PlayStudios and Acies pursuant to the Representation Letters are true, complete and correct and will remain true, complete and correct at all times up to and including the Second Effective Time, (iv) any representations made in the merger agreement or the Representation Letters “to the knowledge of” or based on the “belief of” or the “expectation of” PlayStudios or Acies, or otherwise similarly qualified, are true, complete and correct and will remain true, complete and correct at all times up to and including the Second Effective Time, in each case, without such qualification and (v) each of PlayStudios and Acies will act in all respects in accordance with any statement of its intent expressly set forth in the Representation Letters. We have also assumed that the parties have complied with and, if applicable, will continue to comply with, the obligations, covenants and agreements contained in the merger agreement. In addition, our opinion is based solely on the documents that we have examined, the additional information that we have obtained, and the representations made by PlayStudios and Acies referred to above, which we have assumed will be true at all times up to and including the Second Effective Time.
Our opinion is based on the Internal Revenue Code of 1986, as amended, Treasury regulations promulgated thereunder, judicial decisions, published positions of the Internal Revenue Service (the “Service”), and such other authorities as we have considered relevant, all as in effect on the date of this opinion and all of which are subject to change or differing interpretations, possibly with retroactive effect. A change in the authorities upon which our opinion is based could affect the conclusions expressed herein. Moreover, there can be no assurance that positions contrary to our opinion will not be taken by the Service or, if challenged, by a court.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations set forth herein and in the Registration Statement, we hereby confirm that (i) the statements set forth in the Registration Statement under the caption “U.S. Federal Income Tax Consequences for Holders of PLAYSTUDIOS Capital Stock,” insofar as they are statements regarding United States federal income tax law and regulations and legal conclusions with respect thereto, constitute the opinion of Davis Polk & Wardwell LLP as to the material U.S. federal income tax consequences to Holders of PLAYSTUDIOS capital stock that exchange, pursuant to the Mergers, their PLAYSTUDIOS capital stock for (x) New PLAYSTUDIOS Class A common stock, or a combination of cash and New PLAYSTUDIOS Class A common stock and (y) an Earnout Right, and (ii) it is our opinion that the Mergers, taken together as an integrated transaction, will be treated for United States federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code.
|PlayStudios, Inc.||3||May 10, 2021|
This opinion is being delivered prior to the consummation of the business combination and therefore is prospective and dependent on future events. 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 any factual matters arising subsequent to the date hereof, or the impact of any information, document, certificate, record, statement, representation, covenant, or assumption relied upon herein that becomes incorrect or untrue.
We express our opinion herein only as to those matters specifically set forth above and no opinion should be inferred as to the tax consequences of the Mergers under any state, local or foreign law, or with respect to other areas of U.S. federal taxation. We are members of the Bar of the State of New York, and we do not express any opinion herein concerning any law other than the federal law of the United States.
This opinion has been prepared solely in connection with the Registration Statement and may not be relied upon for any other purpose without our prior written consent. We hereby consent to the filing of this opinion as Exhibit 8.2 to the Registration Statement. In giving this consent, we do not thereby 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 Securities Exchange Commission thereunder.
|Very truly yours,|
|/s/ Davis Polk & Wardwell LLP|