JONES DAY LETTERHEAD] June 27, 2008Merger Agreement • June 27th, 2008 • PMFG, Inc. • General industrial machinery & equipment, nec
Pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of January 10, 2008, among Peerless Mfg. Co., a Texas corporation (“Peerless”), PMFG, Inc., a Delaware corporation and a wholly owned subsidiary of Peerless (“PMFG”), and PMFG Merger Sub, Inc., a Texas corporation and a wholly owned subsidiary of PMFG (“Merger Sub”), Merger Sub will merge with and into Peerless (the “Merger”). You have requested our opinion with respect to the summary of the material U.S. federal income tax consequences of the Merger set forth under the caption “Material U.S. Federal Income Tax Consequences” in the Registration Statement on Form S-4 (including the proxy statement/prospectus contained therein, the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”).
