EX-8.1 3 filename3.htm

Exhibits 8.1 and 23.2

|  | New York Northern California Washington DC São Paulo London |  | Paris Madrid Tokyo Beijing Hong Kong

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

September 20, 2018

DLP Payments Holdings Ltd.

R. Fidêncio Ramos, 308, 10th floor—Vila Olímpia

São Paulo—SP, 04551-010, Brazil

Ladies and Gentlemen:

We are acting as United States counsel to DLP Payments Holdings Ltd., a corporation organized under the laws of the Cayman Islands with limited liability (the “Company”), in connection with the preparation of the registration statement on Form F-1 (the “Registration Statement”) and the related prospectus (the “Prospectus”) with respect to the Company’s Class A common shares to be offered in the Company’s initial public offering (the “Class A common shares”). The Company is filing the Registration Statement with the Securities and Exchange Commission under the Securities Act of 1933, as amended.

We have examined such matters of fact and law as we have deemed necessary or advisable for the purpose of our opinion.

We hereby confirm that our opinion as to the material U.S. federal income tax consequences to U.S. Holders of an investment in the Class A common shares is set forth in full under the caption “Taxation – Material U.S. Federal Income Tax Considerations for U.S. Holders” in the Prospectus.

We are members of the Bar of the State of New York, and we express no opinion as to the laws of any jurisdiction other than the laws of the State of New York and the federal laws of the United States.

We hereby consent to the use of our name under the caption “Taxation – Material U.S. Federal Income Tax Considerations for U.S. Holders “ and “Legal Matters” in the Prospectus included in the Registration Statement and to the filing, as an exhibit to the Registration Statement, of this letter.

In giving such consent we do not admit that we come within 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