125 Broad Street
New York, New York 10004-2498
LOS ANGELES PALO ALTO WASHINGTON, D.C.
BRUSSELS FRANKFURT LONDON PARIS
BEIJING HONG KONG TOKYO
Reinvent Technology Partners Z
215 Park Avenue, Floor 11
New York, New York 10003
Ladies and Gentlemen:
We have acted as counsel to Reinvent Technology Partners Z, a Cayman Islands exempted company (RTPZ and, after the Domestication as defined below, Hippo Holdings), in connection with the proposed (1) domestication of RTPZ as a Delaware corporation (the Domestication) and (2) the merger of RTPZ Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of RTPZ (Merger Sub), with and into Hippo Enterprises Inc., a Delaware corporation (Hippo) (the First Merger), with Hippo surviving the Merger as a wholly owned subsidiary of Hippo Holdings, and, immediately following the First Merger, the merger of Hippo (as the surviving corporation of the First Merger) with and into Hippo Holdings, with Hippo Holdings surviving (the Second Merger and, together with the First Merger, the Mergers), in each case pursuant to the terms of the Agreement and Plan of Merger, dated as of March 3, 2021, by and among RTPZ, Merger Sub and Hippo (the Merger Agreement). Reference is made herein to the Form S-4 filed by RTPZ on [March 25], 2021 with the Securities and Exchange Commission in connection with the Mergers (including the proxy statement/prospectus forming a part thereof, as amended or supplemented through the date hereof, the Registration Statement). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement.
In providing our opinion, we have examined the Merger Agreement, the Registration Statement, and such other documents as we have deemed necessary or appropriate for purposes of our opinion. In addition, we have assumed that (i) the Domestication and the Mergers and related transactions will be consummated in accordance with the provisions of the Agreement and as described in the Registration Statement (and no transaction or condition described therein and affecting this opinion will be waived by any party), (ii) the factual statements concerning the Domestication and the Mergers and related transaction and the parties thereto set forth in the Merger Agreement are true, complete and correct,(iii) the factual statements in the Registration Statement are true, complete and correct, (iv) the statements and representations (which
statements and representations we have neither investigated nor verified) made by RTPZ in its officers certificate dated as of the date hereof and delivered to us for purposes of this opinion (the Officers Certificate) is true, complete and correct as of the date hereof and will remain true, complete and correct at all times up to and including the date of the Domestication and thereafter (where relevant) without regard to any qualification as to knowledge, intention or belief, and (v) RTPZ (and Hippo Holdings after the Domestication) will treat the Domestication for United States federal income tax purposes in a manner consistent with the opinion set forth below. If any of the above described assumptions is untrue for any reason or if the Domestication or related transaction is consummated in a manner that is di