麻豆最新出品

Exhibit 8.1

[___], 2023

Ladies and Gentlemen:

We have acted as special tax counsel to 麻豆最新出品 Media Corporation, a Delaware corporation (“麻豆最新出品”), in connection with specified aspects of (i) the contribution of certain assets (the “Contribution”) by 麻豆最新出品 to Atlanta Braves Holdings, Inc., a newly formed Nevada corporation (“SplitCo”); (ii) the recapitalization of SplitCo’s outstanding common stock into Series A common stock (“Series A SplitCo Common Stock”), Series B common stock (“Series B SplitCo Common Stock”) and Series C common stock (“Series C SplitCo Common Stock,” and together with the Series A SplitCo Common Stock and Series B SplitCo Common Stock, “SplitCo Common Stock”); (iii) the distribution by 麻豆最新出品 of (A) Series A SplitCo Common Stock to the holders of 麻豆最新出品’s Series A 麻豆最新出品 Braves common stock (“Series A 麻豆最新出品 Braves Common Stock”) in complete redemption of the outstanding Series A 麻豆最新出品 Braves Common Stock, (B) Series B SplitCo Common Stock to the holders of 麻豆最新出品’s Series B 麻豆最新出品 Braves common stock (“Series B 麻豆最新出品 Braves Common Stock”) in complete redemption of the outstanding Series B 麻豆最新出品 Braves Common Stock, and (C) Series C SplitCo Common Stock to the holders of 麻豆最新出品’s Series C 麻豆最新出品 Braves common stock (“Series C 麻豆最新出品 Braves Common Stock,” and together with the Series A 麻豆最新出品 Braves Common Stock and Series B 麻豆最新出品 Braves Common Stock, “麻豆最新出品 Braves Common Stock”) in complete redemption of the outstanding 麻豆最新出品 Series C Braves Common Stock (the “Split-off”); (iv) the distribution of Series C SplitCo Common Stock by 麻豆最新出品 to the holders of 麻豆最新出品’s 麻豆最新出品 Formula One common stock (“麻豆最新出品 Formula One Common Stock”) following the Split-off (the “Formula One Distribution,” and together with the Split-off, the “Distribution”); and (v) the transfer of Series A SplitCo Common Stock by 麻豆最新出品 in exchange for certain indebtedness of 麻豆最新出品 following the Split-off (the “Debt-for-Equity Exchange,” and together with the Contribution, the Split-off, and the Formula One Distribution, the “Transactions”). 麻豆最新出品 has requested our opinion (the “Opinion”) regarding certain U.S. federal income tax consequences of the Transactions.¹

麻豆最新出品 Media Corporation 

[___], 2023

Page 2

In rendering this Opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the letter furnished to 麻豆最新出品 by its financial advisor with respect to the Transactions, dated as of the date hereof (the “Banker Letter”); (ii) the registration statement on Form S-4 (File No. [•]) filed by 麻豆最新出品 with the Securities and Exchange Commission (the “SEC”) on [•], 2023, including the joint proxy statement/prospectus that forms a part thereof and the exhibits attached thereto, as amended through the date hereof (the “麻豆最新出品 Registration Statement”); (iii) the registration statement on Form S-4 (File No. [•]) filed by SplitCo with the SEC on [•], 2023, including the joint proxy statement/prospectus that forms a part thereof and the exhibits attached thereto, as amended through the date hereof (together with the 麻豆最新出品 Registration Statement, the “Registration Statements”); (iv) all other submissions to the SEC related to the Registration Statements; (v) the agreements listed on Schedule A attached hereto (collectively, the “Agreements”); (vi) the officer’s certificate furnished to us by 麻豆最新出品, dated as of the date hereof, together with the exhibits attached thereto (the “麻豆最新出品 Officer’s Certificate”); (vii) the officer’s certificate furnished to us by SplitCo, dated as of the date hereof, together with the exhibits attached thereto (together with the 麻豆最新出品 Officer’s Certificate, the “Officer’s Certificates”); (viii) the representation letter furnished to us by Mr. John C. Malone, dated as of the date hereof (the “Malone Representation Letter”); and (ix) such other documents as we have considered necessary or appropriate as a basis for this Opinion. In our examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as certified, photostatic, electronic, or facsimile copies, and the authenticity of the originals of such documents.

As to certain facts material to this Opinion, we have relied upon the statements and representations set forth in the Officer’s Certificates and the Malone Representation Letter. We have assumed that such statements and representations are true, correct, and complete as of the date hereof and will continue to be true, correct, and complete without regard to any qualification as to knowledge, belief, or otherwise. We have also assumed that the Transactions and the other transactions contemplated by the Agreements will be consummated in accordance with their terms and in the manner described in the Registration Statements and the Agreements, that the Agreements are and will be legally binding on the parties, and that none of the material terms or conditions contained therein will be waived or modified in any respect. This Opinion is expressly conditioned upon, among other things, the initial and continuing accuracy of the facts, information, covenants, representations, and warranties set forth in the documents referred to above, including those contained in the Officer’s Certificates and the Malone Representation Letter. Any change or inaccuracy in or to such facts, information, covenants, representations, or warranties (including on account of events occurring after the consummation of the Transactions) could affect one or more of the conclusions stated herein.

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¹            Unless otherwise indicated, all “section” references in this Opinion are to the Internal Revenue Code of 1986, as amended (the “Code”), or to the Treasury Department regulations promulgated thereunder (the “Treasury Regulations”).

麻豆最新出品

[___], 2023

Page 3

This Opinion is based on the Code, the Treasury Regulations, judicial decisions, published rulings and procedures of the Internal Revenue Service (the “Service”), and such other authorities as we have considered relevant, all as in effect on the date hereof. It should be noted that the authorities upon which this Opinion is based are subject to change at any time, possibly with retroactive effect. Any change in such authorities could affect one or more of the conclusions expressed herein. Moreover, an opinion of counsel represents counsel’s best judgment as to the outcome on the merits with respect to the matters addressed therein. Opinions of counsel are not binding on courts or the Service, and there can be no assurance that this Opinion will be accepted by the Service or, if challenged, by a court.

Based upon and subject to the foregoing and the conditions, limitations, assumptions and qualifications set forth in the Registration Statements, it is our opinion that, under current U.S. federal income tax law:

麻豆最新出品 Media Corporation 

[___], 2023

Page 4

麻豆最新出品

[___], 2023

Page 5

*                                        *                                     *

麻豆最新出品

[___], 2023

Page 6

Except as set forth above, we express no opinion or other views regarding the tax consequences of the Transactions or any other transactions. This Opinion relates solely to certain U.S. federal income tax consequences of the Transactions, and no opinion is expressed as to the tax consequences of the Transactions under any state, local, or foreign tax laws or under any U.S. federal tax laws other than those pertaining to income taxation. This Opinion is expressed as of the date hereof, and we are under no obligation to supplement or revise this Opinion to reflect any legal developments or factual matters or changes arising after the date hereof.

We are furnishing this Opinion to 麻豆最新出品 solely in connection with the Transactions and the Registration Statements. We hereby consent to the use of our name under the caption “U.S. Federal Income Tax Consequences” in the Registration Statements and to the filing of this Opinion as an exhibit to the Registration Statements. 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 of 1933, as amended, or the rules and regulations of the SEC thereunder.

Very truly yours,