Exhibit 8.2
August 4, 2025 | Mayer Brown LLP 1221 Avenue of the Americas
T: +1 212 506 2500 F: +1 212 262 1910
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Marex Group plc
155 Bishopsgate
London, EC2M 3TQ
United Kingdom
Registration Statement on Form F-3
Ladies and Gentlemen:
We are rendering this opinion as special United States federal income tax counsel to Marex Group plc, a public limited company incorporated under the laws of England and Wales (the Company), in connection with the filing of the Companys registration statement on Form F-3, (the Registration Statement) with the Securities and Exchange Commission (the Commission), relating to the Companys registration and issuance and sale, from time to time, of its senior debt securities (the Securities).
We have reviewed the discussions set forth under the heading Material Tax ConsiderationsMaterial U.S. Federal Income Tax Considerations in the prospectus for the Securities dated August 4, 2025 (the Prospectus) and under the heading U.S. Federal Income Tax Considerations in the prospectus supplement for Notes, Series A, (the Notes) dated August 4, 2025, to the Prospectus (such supplement, the Prospectus Supplement). Although the discussions set forth under the heading Material Tax ConsiderationsMaterial U.S. Federal Income Tax Considerations in the Prospectus and under the heading U.S. Federal Income Tax Considerations in the Prospectus Supplement do not purport to discuss all possible United States federal income tax consequences of the purchase, ownership and disposition of the Securities and the Notes, in our opinion such discussions, insofar as such discussions purport to constitute summaries of matters of United States federal income tax law, constitute accurate summaries, in all material respects, of the matters described therein, subject to the assumptions, limitations and qualifications set out therein. It is possible that contrary positions may be taken by the Internal Revenue Service and that a court may agree with such contrary positions.
We hereby consent to the use of our name under the heading Legal Matters in the Prospectus filed with the Registration Statement. We further consent to your filing a copy of this opinion as Exhibit 8.2 to the Registration Statement. In giving such permission, we do not admit hereby that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933
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Mayer Brown LLP
Marex Group plc
August 4, 2025
Page 2
or the rules and regulations of the Commission thereunder. This opinion is expressed as of the date hereof and applies only to the disclosures under the heading Material Tax ConsiderationsMaterial U.S. Federal Income Tax Considerations set forth in the Prospectus and under the heading U.S. Federal Income Tax Considerations set forth in the Prospectus Supplement.
Very truly yours, | ||||
/s/ Mayer Brown LLP |