BlackRock MuniYield New Jersey Fund, Inc. BlackRock MuniHoldings New Jersey Quality Fund, Inc. Wilmington, DE 19809 Ladies and Gentlemen:Agreement and Plan of Reorganization • December 16th, 2021 • Blackrock Muniholdings New Jersey Quality Fund, Inc.
BlackRock MuniYield New Jersey Fund, Inc., a Maryland corporation (“MYJ” or the “Target Fund”), and BlackRock MuniHoldings New Jersey Quality Fund, Inc., a Maryland corporation (“MUJ” or the “Acquiring Fund” and together with MYJ, the “Funds,” and each, a “Fund”), have requested our opinion as to certain federal income tax consequences of the Acquiring Fund’s proposed acquisition of the assets of the Target Fund pursuant to an Agreement and Plan of Reorganization dated as of [●], 2021 (each, a “Plan”). Pursuant to each Plan, (i) the Acquiring Fund will acquire substantially all of the Target Fund’s assets (the “Assets”) and assume substantially all of the Target Fund’s liabilities (the “Assumed Liabilities”) in exchange solely for newly issued common shares and Variable Rate Demand Preferred Shares (“VRDP Shares” and together with such common shares, the “Acquiring Fund Shares”) of the Acquiring Fund, which will be distributed to the common shareholders (although cash may be distribute
