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CALDERWOOD & HARKNESS LLP

Attorneys at Law

125 Broad Street New York, NY 10004 Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com

February 13, 2024

Arbor Health Technologies Inc. 275 Kendall Avenue, Suite 1400 Cambridge, MA 02142

Re: Registration Statement on Form S-1 (File No. 333-276841); Tax Opinion Regarding Material U.S. Federal Income Tax Consequences to Non-U.S. Holders

Ladies and Gentlemen:

We refer to the Registration Statement on Form S-1 (File No. 333-276841) (as amended through the date hereof, the "Registration Statement") filed by Arbor Health Technologies Inc., a Delaware corporation (the "Company" or "AHT"), with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"), which Registration Statement was declared effective by the SEC on February 8, 2024. We also refer to the final prospectus dated February 9, 2024, filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act (the "Prospectus"). This opinion is being furnished in connection with the filing of the Registration Statement and is being filed as an exhibit thereto. This opinion relates to the discussion set forth in the Prospectus under the heading "Material U.S. Federal Income Tax Consequences to Non-U.S. Holders" (the "Tax Discussion").

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 gross proceeds to the Company of $400,000,000 (before underwriting discounts, commissions, and estimated offering expenses). The underwriters have been granted an option, exercisable for a period of 30 days from the date of the Prospectus, to purchase up to an additional 3,000,000 shares of Common Stock at the public offering price, less underwriting discounts and commissions (the "Overallotment Option"). The shares of Common Stock offered in the Offering are to be listed and traded on the New York Stock Exchange (the "NYSE") under the ticker symbol "ARHT."

The Offering is being conducted pursuant to the Underwriting Agreement dated February 8, 2024 (the "Underwriting Agreement"), among the Company, on the one hand, and Whitfield Barrow & Co., LLC, as representative of the several underwriters named therein (the "Representative"), Calloway Pierce Securities LLC, Velthorn Capital Partners Inc., and Pemberton Wallis LLC (collectively, the "Underwriters"), on the other hand.

This opinion has been prepared under the supervision of Sylvia Hartwell, a partner in the Tax Department of Calderwood & Harkness LLP, and relates to the discussion set forth in the Tax Discussion. Specifically, this opinion addresses the material U.S. federal income tax consequences of the ownership and disposition of Common Stock by Non-U.S. Holders (as defined below).

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 Registration Statement and the Underwriting Agreement.

"Non-U.S. Holder" means a beneficial owner of shares of Common Stock (other than an entity or arrangement treated as a partnership for U.S. federal income tax purposes) that is not, for U.S. federal income tax purposes, any of the following:

(i) an individual who is a citizen or resident of the United States;

(ii) a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof, or the District of Columbia;

(iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

(iv) a trust that (a) is subject to the primary supervision of a court within the United States and the control of one or more "United States persons" (within the meaning of Section 7701(a)(30) of the Code) with respect to all substantial decisions of the trust, or (b) has a valid election in effect under applicable Treasury Regulations to be treated as a United States person.

"Prospectus" means the final prospectus of the Company dated February 9, 2024, filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act.

"Registration Statement" means the Registration Statement on Form S-1 (File No. 333-276841) filed by the Company with the SEC under the Securities Act, as amended through the date hereof, including all exhibits and schedules thereto and all documents incorporated by reference therein.

"Treasury Regulations" means the temporary and final regulations promulgated under the Code by the United States Department of the Treasury, as in effect on the date hereof.

In addition, this opinion references and relies upon the following provisions of the Code, as applicable: Sections 871, 881, 897, 1441, 1442, 1445, 1446, and 1471 through 1474 (commonly referred to as the "Foreign Account Tax Compliance Act" or "FATCA"), together with the Treasury Regulations promulgated thereunder, including Treasury Regulations Sections 1.871-14, 1.897-1, 1.1441-1 through 1.1441-9, 1.1471-1 through 1.1474-7, and related provisions.

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 corporation (or lack thereof);

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 Company's reported revenue of $612.4 million for the fiscal year ended December 31, 2023, and $478.4 million for the fiscal year ended December 31, 2022, and (d) the Company's reported net income of $41.3 million for the fiscal year ended December 31, 2023;

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 retroactive effect. Any such change or differing interpretation could affect the continuing validity of this opinion. We assume no obligation to advise the Company or any other person of any such change or differing interpretation occurring after the date hereof.

In rendering this opinion, we have assumed, with the Company's consent and without independent investigation or verification:

(a) 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 copies, and the accuracy and completeness of all documents and records made available to us;

(b) the accuracy and completeness of all representations and certifications made by officers and other authorized representatives of the Company, including without limitation the officer's certificates of Dr. Nathaniel Rourke and David Halderman referenced above;

(c) that the transactions described in the Registration Statement and the Prospectus, including the issuance and sale of the Common Stock and the application of the proceeds thereof, will be consummated in accordance with the terms and conditions described therein, without waiver or modification of any material term or condition, and in compliance with all applicable laws;

(d) that the Company has been and will continue to be validly organized and in good standing under the laws of the State of Delaware; and

(e) that each of the parties to the documents and agreements reviewed by us has acted and will act in accordance with the terms and provisions of such documents and agreements.

This opinion is limited to U.S. federal income tax matters and does not address any state, local, or non-U.S. tax consequences, including without limitation the tax laws of the Commonwealth of Massachusetts, the State of New York, the State of California, the State of Texas, the State of Illinois, the State of Florida, the Commonwealth of Pennsylvania, the State of Ohio, the State of New Jersey, or the State of Georgia, each of which is a jurisdiction in which the Company maintains a business presence or nexus. The Company should consult its own advisors with respect to the tax consequences arising under the laws of any such state or local jurisdiction, or under the laws of any non-U.S. jurisdiction.

This opinion does not address the U.S. federal income tax consequences to any particular Non-U.S. Holder. Rather, this opinion addresses only the general U.S. federal income tax consequences described in the Tax Discussion. The tax consequences to any particular Non-U.S. Holder may differ from the general consequences described herein depending on such holder's particular facts and circumstances. This opinion does not address the tax treatment of partners in partnerships (or other entities or arrangements classified as partnerships for U.S. federal income tax purposes) that hold Common Stock. The treatment of a partner in such a partnership generally will depend on the status of the partner and the activities of the partnership. This opinion does not address U.S. federal estate and gift tax consequences, except to the extent expressly set forth in Section V.F below.

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. Federal Income Tax Consequences to Non-U.S. Holders" are correct in all material respects as of the date of the Prospectus. The following summarizes the principal legal conclusions reflected in the Tax Discussion.

B. Distributions on Common Stock

Distributions of cash or other property on Common Stock that are treated as dividends for U.S. federal income tax purposes (i.e., distributions out of the Company's current or accumulated earnings and profits, as determined under U.S. federal income tax principles) and that are paid to a Non-U.S. Holder generally will be subject to U.S. federal withholding tax at a rate of 30% of the gross amount of such distributions, or at such lower rate as may be specified by an applicable income tax treaty between the United States and the country of residence of the Non-U.S. Holder, subject to the discussion below regarding effectively connected income.

Distributions in excess of the Company's current and accumulated earnings and profits will not be treated as dividends for U.S. federal income tax purposes and will instead be treated first as a tax-free return of capital to the extent of the Non-U.S. Holder's adjusted tax basis in the Common Stock (on a share-by-share basis), thereby reducing such holder's adjusted tax basis in the Common Stock (but not below zero). To the extent that any such distribution exceeds the Non-U.S. Holder's adjusted tax basis in the Common Stock, such excess will be treated as gain from the sale or exchange of Common Stock and will be subject to the treatment described in Section V.C below regarding gain on disposition of Common Stock.

In order to claim the benefit of a reduced rate of withholding tax under an applicable income tax treaty, a Non-U.S. Holder must provide to the applicable withholding agent a properly executed IRS Form W-8BEN (in the case of an individual Non-U.S. Holder) or IRS Form W-8BEN-E (in the case of an entity Non-U.S. Holder), or any applicable successor form, certifying under penalties of perjury that such holder is a resident of a treaty country and is entitled to the benefits of such treaty. Special certification and other requirements apply to certain Non-U.S. Holders that are entities rather than individuals. A Non-U.S. Holder that is eligible for a reduced rate of U.S. federal withholding tax under an applicable income tax treaty may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS.

Dividends that are effectively connected with a Non-U.S. Holder's conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, that are attributable to a permanent establishment or fixed base maintained by such Non-U.S. Holder within the United States) are not subject to the 30% U.S. federal withholding tax described above, provided that the Non-U.S. Holder provides to the applicable withholding agent a properly executed IRS Form W-8ECI (or applicable successor form). Instead, such effectively connected dividends generally will be subject to U.S. federal income tax on a net income basis at the regular graduated rates applicable to U.S. persons (as defined in Section 7701(a)(30) of the Code). In addition, a Non-U.S. Holder that is a corporation for U.S. federal income tax purposes and that receives effectively connected dividends may be subject to an additional branch profits tax at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty) on its effectively connected earnings and profits (subject to certain adjustments) attributable to such dividends.

C. Gain on Disposition of Common Stock

A Non-U.S. Holder generally will not be subject to U.S. federal income tax on any gain realized upon the sale, exchange, or other taxable disposition of Common Stock unless:

(i) the gain is effectively connected with the Non-U.S. Holder's conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base maintained by such Non-U.S. Holder within the United States), in which case such gain generally will be subject to U.S. federal income tax on a net income basis at the regular graduated rates applicable to U.S. persons, and, in the case of a Non-U.S. Holder that is a corporation for U.S. federal income tax purposes, such gain may also be subject to the branch profits tax at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty);

(ii) in the case of a Non-U.S. Holder who is a nonresident alien individual, such individual is present in the United States for 183 days or more during the taxable year of the disposition and certain other conditions are met (including that the gain is derived from sources within the United States), in which case such gain (net of certain U.S.-source losses) generally will be subject to U.S. federal income tax at a flat rate of 30% (or such lower rate as may be specified by an applicable income tax treaty); or

(iii) the Company is or has been a "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Code at any time during the shorter of (A) the five-year period ending on the date of the disposition and (B) the Non-U.S. Holder's holding period for the Common Stock.

With respect to clause (iii) above, a corporation is classified as a USRPHC if the fair market value of its "United States real property interests" (as defined in Section 897(c)(1) of the Code) equals or exceeds 50% of the sum of the fair market values of (A) its United States real property interests, (B) its interests in real property located outside the United States, and (C) any other of its assets that are used or held for use in a trade or business. Based upon our review of the Company's assets, balance sheet composition, and the nature and character of the Company's business operations — which consist primarily of the development, licensing, and delivery of cloud-based clinical decision support software, population health management tools, revenue cycle management solutions, and real-time analytics platforms to healthcare providers and payors across the United States, and which do not involve the ownership or holding of significant United States real property interests — the Company believes, and we concur in such belief, that the Company is not currently and has not been a USRPHC during the applicable testing period. However, because the determination of USRPHC status depends on the fair market value of the Company's assets, which may fluctuate over time, no assurance can be given that the Company will not become a USRPHC in the future.

Even if the Company were or were to become a USRPHC, gain arising from the disposition of Common Stock by a Non-U.S. Holder would not be subject to U.S. federal income tax under Section 897 of the Code so long as (A) the Common Stock is "regularly traded" (as defined in applicable Treasury Regulations) on an "established securities market" (the NYSE qualifies as such a market) and (B) the Non-U.S. Holder actually or constructively held, at no time during the shorter of the five-year period ending on the date of disposition and the Non-U.S. Holder's holding period for the Common Stock, more than 5% of the total fair market value of the Common Stock.

D. Backup Withholding and Information Reporting

Generally, the Company or its paying agent must report annually to the IRS and to each Non-U.S. Holder certain information, including the amount of dividends or other distributions paid to such holder and the amount of any tax withheld with respect to such distributions. These information reporting requirements apply regardless of whether withholding was reduced or eliminated by an applicable income tax treaty. Copies of the information returns reporting such dividends and any withholding may also be made available to the tax authorities in the country in which the Non-U.S. Holder resides or is organized under the provisions of an applicable income tax treaty or tax information exchange agreement.

A Non-U.S. Holder may be subject to backup withholding (currently at a rate of 24% under Section 3406 of the Code) with respect to distributions on Common Stock and proceeds from the sale, exchange, or other disposition of Common Stock, unless such Non-U.S. Holder certifies its non-U.S. status under penalties of perjury (for example, by providing a properly executed IRS Form W-8BEN, IRS Form W-8BEN-E, or other applicable IRS Form W-8) or otherwise establishes an exemption from backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be credited against the Non-U.S. Holder's U.S. federal income tax liability, if any, or refunded to the extent that such amounts exceed the holder's U.S. federal income tax liability, provided that the required information is timely furnished to the IRS.

E. FATCA (Sections 1471–1474 of the Code)

Pursuant to Sections 1471 through 1474 of the Code and the Treasury Regulations and administrative guidance promulgated thereunder (commonly referred to as "FATCA"), a withholding tax of 30% may be imposed on certain types of payments made to "foreign financial institutions" (as defined in Section 1471(d)(4) of the Code) and certain other non-U.S. entities.

Specifically, a 30% withholding tax may be imposed on dividends paid on Common Stock to a foreign financial institution unless such institution (i) enters into, and complies with, an agreement with the U.S. Department of the Treasury to, among other things, report certain information with respect to accounts held by certain "specified United States persons" (as defined in Section 1473(3) of the Code) or by certain entities with one or more "substantial United States owners" (as defined in Section 1473(2) of the Code), (ii) qualifies for an exemption from these requirements, or (iii) is deemed to be compliant with FATCA (including pursuant to an applicable intergovernmental agreement between the United States and the jurisdiction in which such institution is organized or resident).

In addition, a 30% withholding tax may be imposed on dividends paid on Common Stock to a "non-financial foreign entity" (as defined in Section 1472(d) of the Code) unless such entity (i) certifies that it does not have any "substantial United States owners," (ii) provides certain information regarding each of its substantial United States owners, or (iii) otherwise qualifies for an exemption from these requirements.

FATCA withholding currently applies to payments of dividends on Common Stock. Previously issued proposed Treasury Regulations provided that FATCA withholding could also apply to payments of gross proceeds from the sale or other disposition of Common Stock. However, proposed Treasury Regulations issued by the U.S. Department of the Treasury (upon which taxpayers may currently rely, pending finalization) eliminate FATCA withholding on payments of gross proceeds from the sale or other disposition of property that could give rise to dividends or interest from sources within the United States, including gross proceeds from the sale or other disposition of Common Stock.

Non-U.S. Holders are urged to consult their own tax advisors regarding the application of FATCA to an investment in Common Stock, including the effect of any applicable intergovernmental agreement.

F. U.S. Federal Estate Tax

Common Stock held (or treated as held) by an individual who is not a citizen or resident of the United States (as specially defined for U.S. federal estate tax purposes under Section 2101 of the Code) at the time of such individual's death generally will be includable in such individual's gross estate for U.S. federal estate tax purposes. Such inclusion could give rise to U.S. federal estate tax liability. However, the application of U.S. federal estate tax may be modified by an applicable estate tax treaty between the United States and the country of the decedent's domicile. Non-U.S. Holders are urged to consult their own tax advisors regarding the potential application of U.S. federal estate tax to their particular circumstances, including the potential applicability of any relevant estate tax treaty.

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, or update this opinion for any reason, including any change in law, interpretation, or facts that may occur after the date hereof.

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-to-market method of accounting; (f) persons holding Common Stock as part of a straddle, hedge, conversion transaction, synthetic security, or other integrated transaction; (g) former citizens or long-term residents of the United States subject to taxation under Section 877 or Section 877A of the Code; (h) controlled foreign corporations as defined in Section 957 of the Code; (i) passive foreign investment companies as defined in Section 1297 of the Code; (j) corporations that accumulate earnings to avoid U.S. federal income tax; (k) persons subject to the alternative minimum tax; or (l) S corporations or their shareholders.

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 may disagree with any of the opinions expressed herein.

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 thereby admit that we are 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 promulgated thereunder.

This opinion is being delivered solely for the benefit of the Company and for the benefit of the persons entitled to rely thereon as specified in the Registration Statement. This opinion may not be quoted, relied upon, or otherwise referred to by any other person or for any other purpose without the prior written consent of Calderwood & Harkness LLP, except as expressly provided herein or as required by applicable law or regulation.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Sylvia Hartwell

Title: Partner

Calderwood & Harkness LLP 125 Broad Street New York, NY 10004

CALDERWOOD & HARKNESS LLP
Attorneys at Law
125 Broad Street New York, NY 10004 Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com
February 13, 2024
Arbor Health Technologies Inc. 275 Kendall Avenue, Suite 1400 Cambridge, MA 02142
Re: Registration Statement on Form S-1 (File No. 333-276841); Tax Opinion Regarding Material U.S. Federal Income Tax Consequences to Non-U.S. Holders
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-1 (File No. 333-276841) (as amended through the date hereof, the "Registration Statement") filed by Arbor Health Technologies Inc., a Delaware corporation (the "Company" or "AHT"), with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"), which Registration Statement was declared effective by the SEC on February 8, 2024. We also refer to the final prospectus dated February 9, 2024, filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act (the "Prospectus"). This opinion is being furnished in connection with the filing of the Registration Statement and is being filed as an exhibit thereto. This opinion relates to the discussion set forth in the Prospectus under the heading "Material U.S. Federal Income Tax Consequences to Non-U.S. Holders" (the "Tax Discussion").
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 gross proceeds to the Company of $400,000,000 (before underwriting discounts, commissions, and estimated offering expenses). The underwriters have been granted an option, exercisable for a period of 30 days from the date of the Prospectus, to purchase up to an additional 3,000,000 shares of Common Stock at the public offering price, less underwriting discounts and commissions (the "Overallotment Option"). The shares of Common Stock offered in the Offering are to be listed and traded on the New York Stock Exchange (the "NYSE") under the ticker symbol "ARHT."
The Offering is being conducted pursuant to the Underwriting Agreement dated February 8, 2024 (the "Underwriting Agreement"), among the Company, on the one hand, and Whitfield Barrow & Co., LLC, as representative of the several underwriters named therein (the "Representative"), Calloway Pierce Securities LLC, Velthorn Capital Partners Inc., and Pemberton Wallis LLC (collectively, the "Underwriters"), on the other hand.
This opinion has been prepared under the supervision of Sylvia Hartwell, a partner in the Tax Department of Calderwood & Harkness LLP, and relates to the discussion set forth in the Tax Discussion. Specifically, this opinion addresses the material U.S. federal income tax consequences of the ownership and disposition of Common Stock by Non-U.S. Holders (as defined below).
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 Registration Statement and the Underwriting Agreement.
"Non-U.S. Holder" means a beneficial owner of shares of Common Stock (other than an entity or arrangement treated as a partnership for U.S. federal income tax purposes) that is not, for U.S. federal income tax purposes, any of the following:
(i) an individual who is a citizen or resident of the United States;
(ii) a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof, or the District of Columbia;
(iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or
(iv) a trust that (a) is subject to the primary supervision of a court within the United States and the control of one or more "United States persons" (within the meaning of Section 7701(a)(30) of the Code) with respect to all substantial decisions of the trust, or (b) has a valid election in effect under applicable Treasury Regulations to be treated as a United States person.
"Prospectus" means the final prospectus of the Company dated February 9, 2024, filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act.
"Registration Statement" means the Registration Statement on Form S-1 (File No. 333-276841) filed by the Company with the SEC under the Securities Act, as amended through the date hereof, including all exhibits and schedules thereto and all documents incorporated by reference therein.
"Treasury Regulations" means the temporary and final regulations promulgated under the Code by the United States Department of the Treasury, as in effect on the date hereof.
In addition, this opinion references and relies upon the following provisions of the Code, as applicable: Sections 871, 881, 897, 1441, 1442, 1445, 1446, and 1471 through 1474 (commonly referred to as the "Foreign Account Tax Compliance Act" or "FATCA"), together with the Treasury Regulations promulgated thereunder, including Treasury Regulations Sections 1.871-14, 1.897-1, 1.1441-1 through 1.1441-9, 1.1471-1 through 1.1474-7, and related provisions.
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 corporation (or lack thereof);
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 Company's reported revenue of $612.4 million for the fiscal year ended December 31, 2023, and $478.4 million for the fiscal year ended December 31, 2022, and (d) the Company's reported net income of $41.3 million for the fiscal year ended December 31, 2023;
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 retroactive effect. Any such change or differing interpretation could affect the continuing validity of this opinion. We assume no obligation to advise the Company or any other person of any such change or differing interpretation occurring after the date hereof.
In rendering this opinion, we have assumed, with the Company's consent and without independent investigation or verification:
(a) 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 copies, and the accuracy and completeness of all documents and records made available to us;
(b) the accuracy and completeness of all representations and certifications made by officers and other authorized representatives of the Company, including without limitation the officer's certificates of Dr. Nathaniel Rourke and David Halderman referenced above;
(c) that the transactions described in the Registration Statement and the Prospectus, including the issuance and sale of the Common Stock and the application of the proceeds thereof, will be consummated in accordance with the terms and conditions described therein, without waiver or modification of any material term or condition, and in compliance with all applicable laws;
(d) that the Company has been and will continue to be validly organized and in good standing under the laws of the State of Delaware; and
(e) that each of the parties to the documents and agreements reviewed by us has acted and will act in accordance with the terms and provisions of such documents and agreements.
This opinion is limited to U.S. federal income tax matters and does not address any state, local, or non-U.S. tax consequences, including without limitation the tax laws of the Commonwealth of Massachusetts, the State of New York, the State of California, the State of Texas, the State of Illinois, the State of Florida, the Commonwealth of Pennsylvania, the State of Ohio, the State of New Jersey, or the State of Georgia, each of which is a jurisdiction in which the Company maintains a business presence or nexus. The Company should consult its own advisors with respect to the tax consequences arising under the laws of any such state or local jurisdiction, or under the laws of any non-U.S. jurisdiction.
This opinion does not address the U.S. federal income tax consequences to any particular Non-U.S. Holder. Rather, this opinion addresses only the general U.S. federal income tax consequences described in the Tax Discussion. The tax consequences to any particular Non-U.S. Holder may differ from the general consequences described herein depending on such holder's particular facts and circumstances. This opinion does not address the tax treatment of partners in partnerships (or other entities or arrangements classified as partnerships for U.S. federal income tax purposes) that hold Common Stock. The treatment of a partner in such a partnership generally will depend on the status of the partner and the activities of the partnership. This opinion does not address U.S. federal estate and gift tax consequences, except to the extent expressly set forth in Section V.F below.
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. Federal Income Tax Consequences to Non-U.S. Holders" are correct in all material respects as of the date of the Prospectus. The following summarizes the principal legal conclusions reflected in the Tax Discussion.
B. Distributions on Common Stock
Distributions of cash or other property on Common Stock that are treated as dividends for U.S. federal income tax purposes (i.e., distributions out of the Company's current or accumulated earnings and profits, as determined under U.S. federal income tax principles) and that are paid to a Non-U.S. Holder generally will be subject to U.S. federal withholding tax at a rate of 30% of the gross amount of such distributions, or at such lower rate as may be specified by an applicable income tax treaty between the United States and the country of residence of the Non-U.S. Holder, subject to the discussion below regarding effectively connected income.
Distributions in excess of the Company's current and accumulated earnings and profits will not be treated as dividends for U.S. federal income tax purposes and will instead be treated first as a tax-free return of capital to the extent of the Non-U.S. Holder's adjusted tax basis in the Common Stock (on a share-by-share basis), thereby reducing such holder's adjusted tax basis in the Common Stock (but not below zero). To the extent that any such distribution exceeds the Non-U.S. Holder's adjusted tax basis in the Common Stock, such excess will be treated as gain from the sale or exchange of Common Stock and will be subject to the treatment described in Section V.C below regarding gain on disposition of Common Stock.
In order to claim the benefit of a reduced rate of withholding tax under an applicable income tax treaty, a Non-U.S. Holder must provide to the applicable withholding agent a properly executed IRS Form W-8BEN (in the case of an individual Non-U.S. Holder) or IRS Form W-8BEN-E (in the case of an entity Non-U.S. Holder), or any applicable successor form, certifying under penalties of perjury that such holder is a resident of a treaty country and is entitled to the benefits of such treaty. Special certification and other requirements apply to certain Non-U.S. Holders that are entities rather than individuals. A Non-U.S. Holder that is eligible for a reduced rate of U.S. federal withholding tax under an applicable income tax treaty may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS.
Dividends that are effectively connected with a Non-U.S. Holder's conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, that are attributable to a permanent establishment or fixed base maintained by such Non-U.S. Holder within the United States) are not subject to the 30% U.S. federal withholding tax described above, provided that the Non-U.S. Holder provides to the applicable withholding agent a properly executed IRS Form W-8ECI (or applicable successor form). Instead, such effectively connected dividends generally will be subject to U.S. federal income tax on a net income basis at the regular graduated rates applicable to U.S. persons (as defined in Section 7701(a)(30) of the Code). In addition, a Non-U.S. Holder that is a corporation for U.S. federal income tax purposes and that receives effectively connected dividends may be subject to an additional branch profits tax at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty) on its effectively connected earnings and profits (subject to certain adjustments) attributable to such dividends.
C. Gain on Disposition of Common Stock
A Non-U.S. Holder generally will not be subject to U.S. federal income tax on any gain realized upon the sale, exchange, or other taxable disposition of Common Stock unless:
(i) the gain is effectively connected with the Non-U.S. Holder's conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base maintained by such Non-U.S. Holder within the United States), in which case such gain generally will be subject to U.S. federal income tax on a net income basis at the regular graduated rates applicable to U.S. persons, and, in the case of a Non-U.S. Holder that is a corporation for U.S. federal income tax purposes, such gain may also be subject to the branch profits tax at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty);
(ii) in the case of a Non-U.S. Holder who is a nonresident alien individual, such individual is present in the United States for 183 days or more during the taxable year of the disposition and certain other conditions are met (including that the gain is derived from sources within the United States), in which case such gain (net of certain U.S.-source losses) generally will be subject to U.S. federal income tax at a flat rate of 30% (or such lower rate as may be specified by an applicable income tax treaty); or
(iii) the Company is or has been a "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Code at any time during the shorter of (A) the five-year period ending on the date of the disposition and (B) the Non-U.S. Holder's holding period for the Common Stock.
With respect to clause (iii) above, a corporation is classified as a USRPHC if the fair market value of its "United States real property interests" (as defined in Section 897(c)(1) of the Code) equals or exceeds 50% of the sum of the fair market values of (A) its United States real property interests, (B) its interests in real property located outside the United States, and (C) any other of its assets that are used or held for use in a trade or business. Based upon our review of the Company's assets, balance sheet composition, and the nature and character of the Company's business operations — which consist primarily of the development, licensing, and delivery of cloud-based clinical decision support software, population health management tools, revenue cycle management solutions, and real-time analytics platforms to healthcare providers and payors across the United States, and which do not involve the ownership or holding of significant United States real property interests — the Company believes, and we concur in such belief, that the Company is not currently and has not been a USRPHC during the applicable testing period. However, because the determination of USRPHC status depends on the fair market value of the Company's assets, which may fluctuate over time, no assurance can be given that the Company will not become a USRPHC in the future.
Even if the Company were or were to become a USRPHC, gain arising from the disposition of Common Stock by a Non-U.S. Holder would not be subject to U.S. federal income tax under Section 897 of the Code so long as (A) the Common Stock is "regularly traded" (as defined in applicable Treasury Regulations) on an "established securities market" (the NYSE qualifies as such a market) and (B) the Non-U.S. Holder actually or constructively held, at no time during the shorter of the five-year period ending on the date of disposition and the Non-U.S. Holder's holding period for the Common Stock, more than 5% of the total fair market value of the Common Stock.
D. Backup Withholding and Information Reporting
Generally, the Company or its paying agent must report annually to the IRS and to each Non-U.S. Holder certain information, including the amount of dividends or other distributions paid to such holder and the amount of any tax withheld with respect to such distributions. These information reporting requirements apply regardless of whether withholding was reduced or eliminated by an applicable income tax treaty. Copies of the information returns reporting such dividends and any withholding may also be made available to the tax authorities in the country in which the Non-U.S. Holder resides or is organized under the provisions of an applicable income tax treaty or tax information exchange agreement.
A Non-U.S. Holder may be subject to backup withholding (currently at a rate of 24% under Section 3406 of the Code) with respect to distributions on Common Stock and proceeds from the sale, exchange, or other disposition of Common Stock, unless such Non-U.S. Holder certifies its non-U.S. status under penalties of perjury (for example, by providing a properly executed IRS Form W-8BEN, IRS Form W-8BEN-E, or other applicable IRS Form W-8) or otherwise establishes an exemption from backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be credited against the Non-U.S. Holder's U.S. federal income tax liability, if any, or refunded to the extent that such amounts exceed the holder's U.S. federal income tax liability, provided that the required information is timely furnished to the IRS.
E. FATCA (Sections 1471–1474 of the Code)
Pursuant to Sections 1471 through 1474 of the Code and the Treasury Regulations and administrative guidance promulgated thereunder (commonly referred to as "FATCA"), a withholding tax of 30% may be imposed on certain types of payments made to "foreign financial institutions" (as defined in Section 1471(d)(4) of the Code) and certain other non-U.S. entities.
Specifically, a 30% withholding tax may be imposed on dividends paid on Common Stock to a foreign financial institution unless such institution (i) enters into, and complies with, an agreement with the U.S. Department of the Treasury to, among other things, report certain information with respect to accounts held by certain "specified United States persons" (as defined in Section 1473(3) of the Code) or by certain entities with one or more "substantial United States owners" (as defined in Section 1473(2) of the Code), (ii) qualifies for an exemption from these requirements, or (iii) is deemed to be compliant with FATCA (including pursuant to an applicable intergovernmental agreement between the United States and the jurisdiction in which such institution is organized or resident).
In addition, a 30% withholding tax may be imposed on dividends paid on Common Stock to a "non-financial foreign entity" (as defined in Section 1472(d) of the Code) unless such entity (i) certifies that it does not have any "substantial United States owners," (ii) provides certain information regarding each of its substantial United States owners, or (iii) otherwise qualifies for an exemption from these requirements.
FATCA withholding currently applies to payments of dividends on Common Stock. Previously issued proposed Treasury Regulations provided that FATCA withholding could also apply to payments of gross proceeds from the sale or other disposition of Common Stock. However, proposed Treasury Regulations issued by the U.S. Department of the Treasury (upon which taxpayers may currently rely, pending finalization) eliminate FATCA withholding on payments of gross proceeds from the sale or other disposition of property that could give rise to dividends or interest from sources within the United States, including gross proceeds from the sale or other disposition of Common Stock.
Non-U.S. Holders are urged to consult their own tax advisors regarding the application of FATCA to an investment in Common Stock, including the effect of any applicable intergovernmental agreement.
F. U.S. Federal Estate Tax
Common Stock held (or treated as held) by an individual who is not a citizen or resident of the United States (as specially defined for U.S. federal estate tax purposes under Section 2101 of the Code) at the time of such individual's death generally will be includable in such individual's gross estate for U.S. federal estate tax purposes. Such inclusion could give rise to U.S. federal estate tax liability. However, the application of U.S. federal estate tax may be modified by an applicable estate tax treaty between the United States and the country of the decedent's domicile. Non-U.S. Holders are urged to consult their own tax advisors regarding the potential application of U.S. federal estate tax to their particular circumstances, including the potential applicability of any relevant estate tax treaty.
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, or update this opinion for any reason, including any change in law, interpretation, or facts that may occur after the date hereof.
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-to-market method of accounting; (f) persons holding Common Stock as part of a straddle, hedge, conversion transaction, synthetic security, or other integrated transaction; (g) former citizens or long-term residents of the United States subject to taxation under Section 877 or Section 877A of the Code; (h) controlled foreign corporations as defined in Section 957 of the Code; (i) passive foreign investment companies as defined in Section 1297 of the Code; (j) corporations that accumulate earnings to avoid U.S. federal income tax; (k) persons subject to the alternative minimum tax; or (l) S corporations or their shareholders.
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 may disagree with any of the opinions expressed herein.
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 thereby admit that we are 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 promulgated thereunder.
This opinion is being delivered solely for the benefit of the Company and for the benefit of the persons entitled to rely thereon as specified in the Registration Statement. This opinion may not be quoted, relied upon, or otherwise referred to by any other person or for any other purpose without the prior written consent of Calderwood & Harkness LLP, except as expressly provided herein or as required by applicable law or regulation.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Sylvia Hartwell
Title: Partner
Calderwood & Harkness LLP 125 Broad Street New York, NY 10004

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