Contract analysis

I. Introduction and Scope Calderwood & Harkness LLP has acted as tax counsel to Arbor Health Technologies Inc., a corporation organized and existing under the laws of the State of Delaware, in connection with the initial public offering (the "Offering") of 20,000,000 shares of common stock of the Company, par value $0.001 per share (the "Common Stock"), at a public offering price of $20.00 per share, for aggregate gr

II. Definitions For purposes of this opinion, the following terms have the meanings set forth below: "Code" means the Internal Revenue Code of 1986, as amended through the date hereof, including all amendments thereto enacted on or before the date hereof. "Common Stock" means the shares of common stock of Arbor Health Technologies Inc., par value $0.001 per share, CUSIP 039217105, issued and sold pursuant to the Regi

III. Documents and Materials Reviewed In rendering this opinion, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of the following documents, records, and other materials:

1. The Registration Statement on Form S-1 (File No. 333-276841), as originally filed with the SEC, and Amendment No. 1 thereto filed with the SEC on February 5, 2024, together with all exhibits and schedules thereto;

2. The Rule 424(b)(4) Final Prospectus of the Company dated February 9, 2024;

3. The Amended and Restated Certificate of Incorporation of Arbor Health Technologies Inc., as filed with the Secretary of State of the State of Delaware on February 13, 2024, authorizing the issuance of up to 400,000,000 shares of common stock, par value $0.001 per share, and up to 50,000,000 shares of preferred stock, par value $0.001 per share;

4. The Amended and Restated Bylaws of the Company, as adopted by the Board of Directors of the Company on February 8, 2024;

5. The Underwriting Agreement dated February 8, 2024, among the Company, Whitfield Barrow & Co., LLC, as Representative, Calloway Pierce Securities LLC, Velthorn Capital Partners Inc., and Pemberton Wallis LLC;

6. The Company's U.S. federal income tax returns and related filings for the taxable years ended December 31, 2021, December 31, 2022, and December 31, 2023, filed under Employer Identification Number 47-3891205, together with all schedules, statements, and attachments thereto;

7. Officer's certificates and representations provided by Dr. Nathaniel Rourke, Chief Executive Officer of the Company, and David Halderman, Chief Financial Officer of the Company, each dated as of the date hereof, concerning, among other things, the nature and composition of the Company's assets, the character of the Company's business operations, and the Company's status as a United States real property holding cor

8. Financial and operating data relating to the Company, including (a) the Company's classification under Standard Industrial Classification Code 7372 (Prepackaged Software), (b) the Company's operations as a cloud-based clinical decision support, population health management, revenue cycle management, and real-time analytics software-as-a-service ("SaaS") platform serving healthcare providers and payors, (c) the Com

9. An analysis of the Company's post-Offering capitalization, reflecting 103,000,000 shares of Common Stock outstanding (consisting of 80,000,000 shares outstanding immediately prior to the Offering, 20,000,000 shares issued in the base Offering, and 3,000,000 shares issuable upon exercise of the Overallotment Option in full);

10. An analysis of whether the Company is or has been a "United States real property holding corporation" ("USRPHC") within the meaning of Section 897(c)(2) of the Code, based upon our review of the Company's asset composition, balance sheet data, and the nature and character of the Company's business, as further described below; and

11. Such other documents, records, certificates, instruments, and matters of law and fact as we have deemed necessary or appropriate for the purpose of rendering this opinion.

IV. Assumptions and Reliance This opinion is based on the Code, Treasury Regulations (including proposed and temporary regulations), judicial decisions, published administrative positions and rulings of the Internal Revenue Service (the "IRS"), and other applicable authorities, all as in effect on the date hereof. These authorities are subject to change or differing interpretation at any time, possibly with retroacti

V. Opinion A. General Statement Subject to the assumptions, limitations, and qualifications set forth in this opinion, and based upon our examination of the documents and materials described herein and our consideration of the applicable legal authorities, it is the opinion of Calderwood & Harkness LLP that the statements of law and legal conclusions set forth in the Prospectus under the heading "Material U.S. Federa

VI. Limitations and Qualifications This opinion is subject to the following limitations and qualifications:

1. This opinion is limited to the matters of U.S. federal income tax law specifically addressed herein. No opinion is expressed or implied as to any other U.S. federal tax matters (including, without limitation, U.S. federal estate, gift, or generation-skipping transfer tax matters, except to the limited extent expressly addressed in Section V.F above) or as to any state, local, or non-U.S. tax matters.

2. This opinion is based upon the Code, Treasury Regulations (including proposed and temporary regulations), judicial decisions, published positions and rulings of the IRS, and other applicable authorities, all as in effect and available on the date hereof. These authorities are subject to change or differing interpretation at any time, possibly with retroactive effect. We assume no obligation to revise, supplement,

3. This opinion does not address the tax consequences to holders of Common Stock that may be subject to special tax rules, including, without limitation: (a) banks and other financial institutions; (b) insurance companies; (c) tax-exempt organizations (including individual retirement accounts and other tax-deferred accounts); (d) dealers in securities or currencies; (e) traders in securities that elect to use a mark-

4. This opinion does not address any tax consequences arising under the laws of any state or local jurisdiction within the United States, or under the laws of any non-U.S. jurisdiction, including but not limited to any jurisdiction in which the Company conducts business operations or maintains a taxable presence.

5. No ruling has been or will be requested from the IRS with respect to any of the matters addressed in this opinion. There can be no assurance that the IRS will not take a position contrary to one or more of the conclusions stated herein, or that any such contrary position would not be sustained by a court of competent jurisdiction. An opinion of counsel is not binding on the IRS or any court, and the IRS or a court

6. This opinion is rendered solely as of the date hereof and speaks only as of such date. We disclaim any obligation to update this opinion or to advise the Company or any other person of any change in applicable law or in the underlying facts and circumstances on which this opinion is based that may affect the conclusions expressed herein.

VII. Consent to Filing and Reliance We hereby consent to the filing of this opinion as Exhibit 8.1 to the Registration Statement on Form S-1 (File No. 333-276841) of Arbor Health Technologies Inc. We also consent to the references to Calderwood & Harkness LLP in the Prospectus under the headings "Material U.S. Federal Income Tax Consequences to Non-U.S. Holders" and "Legal Matters." In giving such consent, we do not