EX-8.1 9 ea021076803ex8-1_acuren.htm FORM OF TAX OPINION OF GREENBERG TRAURIG

Exhibit 8.1

[●], 2024

Acuren Corporation

14434 Medical Complex Drive, Suite 100

Tomball, Texas 77377

Re: Acuren Corporation
Registration Statement on Form S-4

Ladies and Gentlemen:

We have acted as counsel to Acuren Corporation, a company incorporated with limited liability under the laws of the British Virgin Islands (BVI) (“Acuren BVI”), in connection with the domestication (the “Domestication”) of Acuren BVI to become and continue as a corporation incorporated under the laws of the state of Delaware (“Acuren Delaware”). From and after the effective time on the date of the Domestication (the “Effective Time”), each of Acuren BVI’s currently issued and outstanding ordinary shares will automatically convert in connection with the Domestication, on a one-for-one basis, into shares of Acuren Delaware common stock. This opinion is being delivered in connection with the Registration Statement on Form S-4 (the “Registration Statement”) filed by Acuren BVI with the Securities and Exchange Commission under the Securities Act of 1933, as amended.

We have examined (i) the Registration Statement and (ii) the representation letter of Acuren BVI delivered to us in connection with this opinion (the “Representation Letter”). In addition, we have examined, and relied as to matters of fact upon, originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, agreements, documents and other instruments and made such other inquiries as we have deemed necessary or appropriate to enable us to render the opinion set forth below. 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. We have not, however, undertaken any independent investigation of any factual matter set forth in any of the foregoing.

In rendering such opinion, we have assumed, with your permission, that (i) the statements concerning the Domestication set forth in the Registration Statement are true, complete and correct and will remain true, complete and correct at all times up to and including the Effective Time, (ii) the representations made by Acuren BVI in its Representation Letter are true, complete and correct and will remain true, complete and correct at all times up to and including the Effective Time and (iii) any representations made in the Representation Letter “to the knowledge of,” or based on the belief of Acuren BVI or 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.

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we hereby confirm that the discussion contained in the Registration Statement under the caption “Material U.S. Federal Income Tax Consequences” represents our opinion as to such matters.

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 as Exhibit 8.1 to the Registration Statement, and to the references to our firm name therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act.

Respectfully submitted,

Greenberg Traurig, P.A.