Exhibit 8.9
| PricewaterhouseCoopers 1 Embankment Place London WC2N 6RH Telephone: +44 (0) 20 7583 5000 Facsimile: +44 (0) 20 7822 4652 pwc.com/uk |
The Managing and Supervisory
Board of Directors of James Hardie Industries SE
Atrium, 8th floor
Strawinskylaan 3077
1077 ZX Amsterdam, The Netherlands
Board of Directors of James Hardie Industries SE
Atrium, 8th floor
Strawinskylaan 3077
1077 ZX Amsterdam, The Netherlands
13 April
2010
| Re: | James Hardie Industries SE |
Ladies and Gentlemen:
We have acted as special UK tax adviser to James Hardie Industries SE, a European Company
(Societas Europaea (SE)) registered in The Netherlands (the “Company”), in connection with
the registration of 102,000,000 ordinary shares, par value €0.59 per share (the
“Securities”), of James Hardie Industries SE (the “Issuer”) as a result of the
transfer of the corporate domicile of the Company from the Netherlands to Ireland to become an
Irish SE company. At your request, we are rendering our opinion set forth below concerning
material UK tax consequences of the Proposal (as defined in the Registration Statement, described
below). All capitalized terms used but not defined herein shall have the meaning ascribed to them
in the Registration Statement.
In the above capacity, we have reviewed (i) the registration
statement on Form F-4 relating to the Securities filed by the Company
on 13 April
2010 with the Securities and
Exchange Commission under the Securities Act of 1933 (the “Registration Statement”), and
(ii) such other documents as we have deemed necessary or appropriate in order to enable us to
render the opinion below. We have relied upon statements and representations made by the Company
and have assumed that such statements and representations are true without regard to any
qualifications as to knowledge and belief.
For purposes of our opinion, we have assumed the legal capacity of all natural persons, the
genuineness of all signatures, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as certified, conformed,
photostatic or electronic copies, and the authenticity of the originals of such latter documents.
We have assumed that such documents, certificates, and records are duly authorized, valid, and
enforceable. Where documents have been provided to us in draft form, we have assumed that the
final executed versions of such documents will not differ materially from such drafts.
In rendering our opinion, we have considered applicable provisions of the UK tax legislation,
relevant UK case law and other UK Revenue guidance, and income tax treaties to which the UK is a
party, all as in effect and available on the date of the Registration Statement and all of which
are subject to change or differing interpretations, possibly with retroactive effect. A change in
any of the authorities upon which our advice is based could affect our conclusions herein.
There can be no assurance, moreover, that our opinion will be accepted by the UK tax
authorities or, if challenged, by a court.
On the basis of the foregoing and subject to the limitations, qualifications, exceptions and
assumptions set forth in the Registration Statement and herein, we are of the
PricewaterhouseCoopers LLP is a limited liability partnership registered in England with
registered number OC303525. The registered office of PricewaterhouseCoopers LLP is 1 Embankment
Place, London WC2N 6RH. PricewaterhouseCoopers LLP is authorised and regulated by the Financial
Services Authority for designated investment business.