EX-8.1 2 d77334dex81.htm EX-8.1

Exhibit 8.1

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Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 |  | 212 450 4000 tel 212 701 5800 fax |  |

January 20, 2021

IHS Markit Ltd.

4th Floor, Ropemaker Place

25 Ropemaker Street

London, England

EC2Y 9LY

Ladies and Gentlemen:

We have acted as counsel for IHS Markit Ltd., a Bermuda exempted company limited by shares (the “Company”), in connection with (i) the Agreement and Plan of Merger entered into among S&P Global Inc., a New York corporation ( “Parent”), Sapphire Subsidiary, Ltd., a Bermuda exempted company limited by shares and a wholly owned subsidiary of Parent ( “Merger Sub”), and the Company dated November 29, 2020 (the “Merger Agreement”) providing for the merger of Merger Sub with and into the Company, with the Company continuing as the surviving corporation (the “Merger”) and (ii) the preparation and filing of the related Registration Statement (File No. 333-251999) on Form S-4 (as amended and supplemented through the date hereof, the “Registration Statement”), which includes the joint proxy statement/prospectus of the Company and Parent (the “Joint Proxy Statement/Prospectus”), filed with the Securities and Exchange Commission. This opinion is being delivered to you in connection with the filing of the Registration Statement. Unless otherwise indicated, each capitalized term used herein has the meaning ascribed to it in the Merger Agreement.

In connection with this opinion, we have examined the Merger Agreement, the Registration Statement, the Joint Proxy Statement/Prospectus, the representation letter of Parent, dated as of today, and the representation letter of the Company, dated as of today, each delivered to us for purposes of this opinion (the “Representation Letters”) and such other documents as we have deemed necessary or appropriate in order to enable us to render 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 this opinion, we have assumed, with your permission, (i) that the Merger will be consummated in the manner described in the Merger Agreement

IHS Markit |  | 2 |  | January 20, 2021

and the Joint Proxy Statement/Prospectus, (ii) the statements concerning the Merger set forth in the Merger Agreement and the Joint Proxy Statement/Prospectus are true, complete and correct and will remain true, complete and correct at all times up to and including the Effective Time, (iii) that the representations made by Parent and the Company pursuant to the Representation Letters are accurate and complete and will remain accurate and complete at all times up to and including the Effective Time, and (iv) any representations made in the Merger Agreement or the Representation Letters “to the knowledge of” or based on the “belief of” Parent or the Company, or otherwise similarly qualified, are true, complete and correct and will remain true, complete and correct at all times up to and including the Effective Time, in each case without such qualification. 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 Parent and the Company referred to above, which we have assumed will be true as of the Effective Time.

Based upon the foregoing, we hereby confirm that the discussion contained in the Registration Statement under the heading “Material U.S. Federal Income Tax Consequences of the Merger” pertaining to the U.S. federal income tax consequences of the Merger, insofar as such discussion constitutes statements of U.S. federal income tax law or legal conclusions, and subject to the assumptions, limitations and conditions set forth therein, constitutes our opinion as to the material U.S. federal income tax consequences of the Merger to holders of Company Common Shares.

We express our opinion herein only as to those matters specifically set forth in the discussion contained in the Registration Statement under the heading “Material U.S. Federal Income Tax Consequences of the Merger” and no opinion should be inferred as to the tax consequences of the Merger 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.

We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement, and to the references therein to us. In giving such 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.

Very truly yours,
/s/ Davis Polk & Wardwell LLP