[Letterhead of Sherman & Howard L.L.C.]
September 13, 2018
QVC, Inc.
1200 Wilson Drive
West Chester, Pennsylvania 19380
Re: QVC, Inc.
Registration Statement on Form S-3
We have acted as special counsel to QVC, Inc., a Delaware corporation (the “Issuer”) in connection with the public offering of $225,000,000 aggregate principal amount of the Issuer’s 6.375% Senior Secured Notes due 2067 (the “Notes”). The Notes will be issued pursuant to (i) the Registration Statement on Form S-3 (File No. 333-213066) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act (the “Registration Statement”) which Registration Statement includes the base prospectus dated as of September 14, 2016; and (ii) the prospectus supplement, dated September 6, 2018, filed in definitive form by the Company with the Commission on September 10, 2018, pursuant to Rule 424(b) of the Securities Act (the “Prospectus Supplement”).
Subject to the assumptions, qualifications and limitations set forth in the discussion in the Prospectus Supplement under the caption “Certain U.S. Federal Income and Estate Tax Consequences,” we confirm that such discussion, insofar as it concerns conclusions of law, constitutes our opinion as to the material U.S. federal income tax consequences relating to the acquisition, ownership and disposition of the Notes acquired in the offering contemplated by the Prospectus Supplement.
We hereby consent to (i) the filing of this opinion with the Commission as an exhibit to the Issuer’s Current Report on Form 8-K, dated September 13, 2018, (ii) the incorporation by reference of this opinion into the Registration Statement, and (iii) the use of our name under the caption “Legal Matters” in the Prospectus Supplement. In giving this consent, we do not admit that we are experts within the meaning of the Securities Act or the rules and regulations of the Commission.
|
|
Very truly yours, |
|
|
|
|
|
/s/ Sherman & Howard L.L.C. |