Qualified Supplemental Tax Opinion

Qualified Supplemental Tax Opinion. Means a written opinion, no less favorable than a "qualified will" level opinion of Shearman & Sterling LLP, as counsel to B/E, on which KLX can rely that is dated on or shortly prior to the date of execution of the Rockwell Merger Agreement, to the effect that, on the basis of the facts, representations, assumptions, qualifications and exclusions set forth or referred to in such opinion, the B/E Rockwell Merger will not cause the External Spin-Off to fail to qualify for the Tax-Free Status.... Any such opinion shall assume that the Contribution, the Debt Repayment and the Distribution would have qualified for the Tax-Free Status if the B/E Rockwell Merger did not occur and may assume the accuracy of and rely upon certificates delivered to Shearman & Sterling LLP prior to and in connection with the delivery of such opinion. View More