ON Semiconductor Corporation

5701 North Pima Road

Scottsdale, Arizona 85250

Ladies and Gentlemen:

 

We have acted as counsel to ON Semiconductor Corporation, a Delaware corporation (“Parent”), in connection with the Agreement and Plan of Reorganization, dated as of June 25, 2026 (the “Merger Agreement”), by and among Parent, Synaptics Incorporated, a Delaware corporation (“Company”), and Sonic Acquisition Corp., a Delaware corporation and direct, wholly owned subsidiary of Parent (“Merger Sub”).  This opinion is being delivered in connection with the Registration Statement on Form S-4 filed on the date hereof with the Securities and Exchange Commission, including the Proxy Statement/Prospectus (collectively, the “Registration Statement”), as required by Section 4.4 of the Merger Agreement.  Capitalized terms used herein but not defined shall have the meanings set forth in the Merger Agreement.

 

In connection with this opinion, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of (i) the Merger Agreement, (ii) the Registration Statement and (iii) such other documents, certificates, records and information as we have deemed necessary or appropriate as a basis for our opinion set forth herein.  We have assumed that the transactions contemplated by the foregoing documents have been or will be consummated in accordance with the operative documents and that such documents accurately reflect the material facts of such transactions.  In addition, we have relied upon the accuracy and completeness of certain statements and representations made by Company, Parent and Merger Sub, including the accuracy and completeness of all representations and covenants set forth in letters dated as of the date hereof from an officer of each of Company and Parent (the “Representation Letters”) and we have assumed that the Representation Letters will be re-executed in substantially the same form by appropriate officers and that we will render our opinion pursuant to Section 5.2(e) of the Merger Agreement, each on the Closing Date.  In rendering our opinion, we have assumed that such statements and representations are and will continue to be correct without regard to any qualification as to knowledge, belief, intent or otherwise.

 

Our opinion assumes and is conditioned on, among other things, the initial and continuing accuracy and completeness of the facts, information, covenants and representations set forth in the foregoing documents and the statements and representations made by Company, Parent and Merger Sub, including those set forth in the Representation Letters.  For purposes of our opinion, we have not independently verified all of the facts, representations and covenants set forth in the Representation Letters, the Registration Statement or in any other document.

 

 

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 from such drafts.  We have also assumed that the Merger Agreement has been duly executed, and the Merger will be consummated in the manner contemplated by the Registration Statement and the Merger Agreement and that none of the terms or conditions contained therein will be waived or modified.

 

 

Our opinion is based on the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated thereunder, judicial decisions, published positions of the Internal Revenue Service (the “IRS”) and such other authorities as we have considered relevant, all as in effect on the date of this opinion and all of which are subject to change or differing interpretations (possibly with retroactive effect).  A change in the authorities upon which our opinion is based could affect the conclusions expressed herein.  There can be no assurance, moreover, that our opinion will be accepted by the IRS or, if challenged, by a court.

 

 

Based upon the foregoing and subject to the limitations, qualifications, exceptions, and assumptions set forth herein and in the Registration Statement under the heading “U.S. Federal Income Tax Consequences of the Merger”, we are of the opinion that under current U.S. federal income tax law, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code, with the U.S. federal income tax consequences to U.S. holders (as defined in the Registration Statement) of Company Common Stock as described under “U.S. Federal Income Tax Consequences of the Merger” in the Registration Statement.

 

 

Except as set forth above, we express no other opinion.  This opinion has been prepared in connection with the Registration Statement and may not be relied upon for any other purpose without our express written permission.  This opinion is being delivered prior to the consummation of the Merger and therefore is prospective and dependent on future events.  This opinion is expressed as of the date hereof, and we are under no obligation to supplement or revise our opinion to reflect any legal developments (including any that have retroactive effect), any factual matters arising subsequent to the date hereof, or the impact of any information, document, certificate, record, statement, covenant, representation or assumption relied upon herein that becomes incorrect or untrue.  No assurances can be given that future legislative, judicial, or administrative changes, on either a prospective or a retroactive basis, or future factual developments, would not adversely affect the accuracy of the conclusion stated herein.

 

In accordance with the requirements of Item 601(b)(23) of Regulation S-K under the Securities Act, we hereby consent to the filing of this opinion as an exhibit to the Registration Statement and the use of our name under the headings “Legal Matters” and “U.S. Federal Income Tax Consequences of the Merger” in the Registration Statement.  In giving this consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC thereunder.

 

 

 

 

[SIGNATURE ON FOLLOWING PAGE]

 

	Very truly yours,
	/s/ Skadden, Arps, Slate, Meagher & Flom LLP

NWG

 

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