PARTNERSHIP CONSTITUEE SELON LE DROIT DE L’OHIO, USA AVOCATS AU BARREAU DE PARIS 2, RUE SAINT-FLORENTIN · 75001 PARIS TELEPHONE: (0)1.56.59.39.39 · FACSIMILE: (0)1.56.59.39.38 · TOQUE J 001
Exhibit 8.1
PARTNERSHIP CONSTITUEE SELON LE DROIT DE L’OHIO, USA
AVOCATS AU BARREAU DE PARIS
▇, ▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ · ▇▇▇▇▇ ▇▇▇▇▇
TELEPHONE: (▇)▇.▇▇.▇▇.▇▇.▇▇ · FACSIMILE: (▇)▇.▇▇.▇▇.▇▇.▇▇ · TOQUE J 001
▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇
April 10, 2013
▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇
Re: $1,500,000,000 Aggregate Principal Amount of 1.250% Notes due April 10, 2018 issued by Sanofi
Ladies and Gentlemen:
We have acted as special French tax counsel for Sanofi, a French société anonyme (the “Company”), in connection with the issuance and sale of $1,500,000,000 aggregate principal amount of the Company’s 1.250% Notes due April 10, 2018 (the “Notes”) pursuant to the Underwriting Agreement dated April 3, 2013 (the “Underwriting Agreement”), by and among the Company and Barclays Capital Inc., Deutsche Bank Securities Inc., ▇.▇. ▇▇▇▇▇▇ Securities LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, as representatives of the Underwriters listed in Schedule 1 to the Underwriting Agreement (collectively, the “Underwriters”). The Notes are being issued pursuant to the Indenture, dated as of April 10, 2013, by and between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”) and the Officer’s Certificate dated April 10, 2013, establishing the form and terms of the Notes pursuant to Section 301 of the Indenture (the Officer’s Certificate and the Indenture are being referred to herein together as the “Indenture”).
The issuance of the Notes is discussed in the prospectus supplement dated April 3, 2013 (the “Prospectus Supplement”), which supplements the prospectus dated March 11, 2013 (the “Base Prospectus”) and was filed with the Securities and Exchange Commission (the “SEC”) on April 3, 2013 pursuant to Rule 424(b)(5). The Base Prospectus and the Prospectus Supplement form part of the Company’s Registration Statement on Form F-3 filed with the SEC on March 11, 2013 (Registration No. 333-187156) (the “Registration Statement”), pursuant to the Securities Act of 1933 (the “Securities Act”).
In connection with the opinion expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinion, including, without limitation, the Registration Statement, the Base Prospectus, the Prospectus Supplement and the Indenture. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Registration Statement.
In our examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies. In making our examination of executed documents, we have assumed, without independent investigation or verification of any kind, that all parties had the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed, without independent investigation
BUREAUX : AL-KHOBAR · AMSTERDAM · ATLANTA · BOSTON · BRUXELLES · CHICAGO · CLEVELAND · COLUMBUS · DALLAS
DJEDDAH · DUBAÏ · DÜSSELDORF · FRANCFORT · HONG KONG · HOUSTON · IRVINE · LONDRES · LOS ANGELES
MADRID · MEXICO · MILAN · MOSCOU · MUNICH · NEW YORK · PARIS · PÉKIN · PITTSBURGH · RIYAD · SAN DIEGO
SAN FRANCISCO · SÃO PAULO · SHANGHAÏ · SILICON VALLEY · SINGAPOUR · SYDNEY · TAÏPEI · TOKYO · WASHINGTON
or verification of any kind, the due authorization by all requisite action, corporate or other, and the valid execution and delivery, by such parties of such documents and the validity and binding effect thereof on such parties.
As to any facts material to this opinion which we did not independently establish or verify, we have relied on oral or written statements and representations of officers and other representatives of the Company. We have assumed that any draft of documents reviewed by us would have been executed in substantially the form reviewed by us. Our opinion is conditioned on the initial and continuing accuracy of all the facts, information, analyses, statements, representations and assumptions referred to herein.
Our opinion is based on the French Tax Code (Code général des impôts), administrative guidelines published by the French tax authorities including statements of practice (instructions) and rulings (rescrits), judicial decisions, and such other authorities as we have considered relevant, all as published 15 days before the date of this opinion and in effect as of the date of this opinion and all of which are subject to differing interpretations or change at any time, possibly with retroactive effect. A change in the authorities on which our opinion is based could affect the conclusions expressed herein. There can be no assurance, moreover, that our opinion expressed herein will be accepted by the French tax authorities or, if challenged, by a court.
Based on the facts and assumptions and subject to the limitations set forth herein and in the Registration Statement and the Prospectus Supplement, it is the opinion of ▇▇▇▇▇ Day that the statements contained under the caption “Taxation of Debt Securities—French Taxation”, which supercede the information contained in the Base Prospectus under the capition “Taxation of Debt Securities—French Taxation”, insofar as such statements purport to summarize the legal matters referred to therein, present fair summaries of the material French tax consequences of an investment in the Notes for holders other than holders who: (i) are residents of France for the purposes of French taxation, (ii) concurrently hold shares of the Company, or (iii) hold their Notes in connection with a business or profession conducted in France as a permanent establishment or a fixed base.
We hereby consent to the filing of this opinion as Exhibit 8.1 to the Form 6-K dated the date hereof and incorporated by reference into the Registration Statement on Form F-3 (Reg. No. 333-187156), filed by the Company to effect the registration of the Notes under the Securities Act of 1933 (the “Securities Act”). In giving such consent, we do not hereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC promulgated thereunder.
|
|
Very truly yours, |
|
|
|
|
|
/s/ ▇▇▇▇▇ Day |