EXHIBIT 8.1

Form of Parent Reorganization Tax Opinion

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Liberty Broadband Corporation
12300 Liberty Boulevard
Englewood, Colorado 80112

Combination of Liberty Broadband Corporation and GCI Liberty, Inc.

Ladies and Gentlemen:

We have acted as counsel to the special committee of Liberty Broadband Corporation, a Delaware corporation (“LBRD”), in connection with the Agreement and Plan of Merger dated as of August 6, 2020 (including the exhibits, schedules and ancillary agreements thereto, the “Merger Agreement”), by and among LBRD, GCI Liberty, Inc., a Delaware corporation (“GLIB”), Grizzly Merger Sub 1, LLC, a Delaware limited liability company and wholly owned subsidiary of LBRD (“Merger LLC”), and Grizzly Merger Sub 2, Inc., a Delaware corporation and wholly owned subsidiary of Grizzly Merger Sub 1, LLC (“Merger Sub”). Pursuant to the Merger Agreement and subject to the conditions set forth therein, (i) Merger Sub will be merged with and into GLIB, with GLIB surviving (the “First Merger”) and (ii) immediately following the First Merger, GLIB will be merged with and into Merger LLC, with Merger LLC surviving (the “Upstream Merger,” and together with the First Merger, the “Combination”). This opinion is being delivered pursuant to Section 6.2(e) of the Merger Agreement and in connection with the registration statement on Form S-4 filed by LBRD with the U.S. Securities and Exchange Commission on September 17, 2020 (File No. 333-248854), together with the joint proxy statement/prospectus contained therein and the annexes and exhibits thereto, as amended and supplemented through the date hereof (the “Registration Statement”). Capitalized terms not defined herein have the meaning specified in the Merger Agreement.

In connection with this opinion, we have examined and relied upon the accuracy and completeness of the facts, information, representations, warranties and covenants contained in originals or copies, certified or otherwise identified to our satisfaction, of (i) the Merger Agreement, (ii) the Registration Statement and (iii) the representation letters of LBRD and GLIB delivered to us for purposes of this opinion dated as of the date hereof (the “Representation Letters”). In addition, we have examined, and relied as to matters of fact upon, originals or copies, certified or otherwise identified to our

satisfaction, of such corporate records, agreements, documents and other instruments and made such other inquiries as we have deemed necessary or appropriate to enable us to render the opinion set forth below. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies, and the authenticity of the originals of such latter documents. We have not, however, undertaken any independent investigation of any factual matter set forth in any of the foregoing.

In rendering such opinion, we have assumed, with your permission, that:

(i)        the Combination and all related transactions will be effected in accordance with the Merger Agreement (including the ancillary agreements thereto), and that none of the terms and conditions contained therein will have been waived or modified in any material respect,

(ii)       the statements concerning the Combination set forth in the Merger Agreement and the Registration Statement were true, complete and correct when made and will remain true, complete and correct in all material respects at all times up to and including the Upstream Effective Time,

(iii)      the representations made by LBRD and GLIB in their respective Representation Letters were true, complete and correct when made and will remain true, complete and correct in all material respects at all times up to and including the Upstream Effective Time,

(iv)      any representations made in the Merger Agreement or the Representation Letters “to the knowledge of,” or based on the belief of LBRD or GLIB, or similarly qualified, were true, complete and correct when made and will remain true, complete and correct in all material respects at all times up to and including the Upstream Effective Time, in each case without such qualification, and

(v)       the parties have complied with and, if applicable, will continue to comply with, the covenants contained in the Merger Agreement (except to the extent such covenants have been waived in writing prior to the date hereof) and the Representation Letters.

Our opinion assumes and is expressly conditioned upon the initial and continuing accuracy and completeness in all material respects of the items, and the facts, information, representations, warranties and covenants set forth in the documents, listed above.

Our opinion is based upon the Code, applicable Treasury Regulations, and administrative and judicial authorities thereunder all as in effect as of the date hereof, all

of which are subject to change, possibly with retroactive effect. A change in the authorities or the facts, assumptions and other information upon which our opinion is based could affect our conclusions. In addition, there can be no assurance that the Internal Revenue Service will not take a position contrary to that which is stated in this opinion. We express our opinion herein only as to those matters specifically set forth below and no opinion should be inferred as to the tax consequences of the Combination under any state, local or foreign law, or with respect to other areas of United States federal taxation.

Based upon the foregoing, and subject to the limitations, qualifications and assumptions set forth herein, we are of the opinion that the Combination will qualify as a “reorganization” within the meaning of Section 368(a) of the Code.

Our opinion is expressed as of the date hereof, and we are under no obligation to supplement or revise our opinion to reflect any legal developments or factual matters arising subsequent to such time or the effect of any information, document, certificate, record, statement, representation, covenant, or assumption relied upon herein that becomes incorrect or untrue. We assume no responsibility to inform LBRD, GLIB, Merger Sub or Merger LLC of any such change or inaccuracy that may occur or come to our attention.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the captions “Material U.S. Federal Income Tax Consequences of the Combination” and “Legal Matters” in the Registration Statement. In giving such consent, we do not 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 or regulations of the U.S. Securities and Exchange Commission promulgated thereunder.

GCI Liberty, Inc.

12300 Liberty Boulevard

Englewood, Colorado 80112

Ladies and Gentlemen:

We have acted as special tax counsel to GCI Liberty, Inc., a Delaware corporation (the “Company”), in connection with the proposed combination of the Company with Liberty Broadband Corporation, a Delaware corporation (“Parent”), by way of the merger of Grizzly Merger Sub 2, Inc., a Delaware corporation (“Merger Sub”), with and into the Company, with the Company surviving, followed by the merger of the Company with and into Grizzly Merger Sub 1, LLC, a Delaware limited liability company (“Merger LLC”), immediately thereafter, with Merger LLC surviving (collectively, the “Combination”). Merger LLC is a direct wholly-owned subsidiary of Parent and is disregarded as an entity separate from Parent for U.S. federal income tax purposes. Merger Sub is a direct wholly-owned subsidiary of Merger LLC. Unless otherwise specified, capitalized terms used but not defined in this Opinion have the meanings ascribed to them in the Agreement and Plan of Merger dated as of August 6, 2020, by and among Parent, Merger Sub, Merger LLC, and the Company (including the exhibits attached thereto, the “Merger Agreement”). This opinion (the “Opinion”) is being delivered in connection with the registration statement on Form S-4 filed by Parent with the Securities and Exchange Commission (the “SEC”) on September 17, 2020 (File No. 333-248854), as amended and supplemented through the date hereof (the “Registration Statement”).

In rendering this Opinion, we have examined and relied on originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement, together with the joint proxy statements/prospectus contained therein and the annexes and exhibits thereto, as amended and supplemented through the date hereof (collectively, the “Combination SEC Filings”); (ii) all other submissions to the SEC related to the Combination SEC Filings; (iii) the Transaction Documents and Ancillary Agreements; and (iv) such other documents and information as we have deemed necessary or appropriate to render this Opinion. In addition, we have relied upon the accuracy and completeness of certain statements and representations made by the Company and Parent, including those set forth in letters dated as of the date hereof from officers of the Company and Parent (the “Reorganization Representation Letters”). For purposes of rendering this Opinion, we have assumed that such statements and representations are and will continue to be true, correct, and complete without regard to any qualification as to knowledge, belief, or otherwise and that each of the representations made in the future tense by the Company and Parent in the Reorganization Representation Letters will be true, correct, and complete at the time or times contemplated by such representation or certification. This Opinion assumes and is expressly conditioned on, among other things, the initial and continuing truth, correctness, and completeness of the facts, information, covenants, and representations set forth in the documents referred to above and the statements and representations made by the Company and Parent, including those set forth in the Reorganization Representation Letters, in each case through the effective date of the Combination. For purposes of this Opinion, we have not independently verified all of the facts, information, covenants, and representations set forth in the Reorganization Representation Letters, the Combination SEC Filings, or any other document. We have also assumed that the Combination will be consummated in the manner described in the Combination SEC Filings and the Merger Agreement and that none of the terms or conditions contained therein have been or will be waived or modified.

For purposes of this Opinion, 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 original documents of all documents submitted to us as certified, electronic or photostatic copies, and the authenticity of the originals of such copies. In making our examination of documents, we have assumed that the parties thereto had the power, corporate or otherwise, to enter into and to perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or otherwise, and the execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties.

In rendering this Opinion, we have considered applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations promulgated thereunder, pertinent judicial authorities, published opinions and administrative pronouncements of the Internal Revenue Service (the “IRS”), and such other authorities as we have considered relevant, all as they exist on the date hereof and all of which are subject to change or differing interpretations, possibly with retroactive effect. A change in any of the authorities upon which

this Opinion is based or any material change in the documents referred to above could affect our conclusions stated herein. Moreover, there can be no assurance that this Opinion will be accepted by the IRS or, if challenged, by a court.

Based upon the foregoing and subject to the limitations, qualifications, exceptions, and assumptions set forth herein and in the Registration Statement under the heading “Material U.S. Federal Income Tax Consequences of the Combination,” we are of the opinion that, for U.S. federal income tax purposes, the Combination will qualify as a “reorganization” within the meaning of Section 368(a) of the Code and, accordingly, will have the following U.S. federal income tax consequences to U.S. holders (as defined in the Registration Statement):

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Except as set forth above, we express no opinion or other views regarding the tax consequences of the Combination or any other transactions. This Opinion has been prepared in connection with the Combination and the Registration Statement and may not be relied upon for any other purpose without our prior written consent. In addition, this Opinion is being delivered prior to the consummation of the Combination and therefore is prospective and dependent on future events. No assurances can be given that future legislative, judicial, or administrative changes, on either a prospective or a retroactive basis, or future factual developments, would not adversely affect the accuracy of the conclusions stated herein. 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 arising subsequent to the date hereof or the impact of any information, document, certificate, statement, representation, or assumption relied upon herein that becomes inaccurate or untrue.

In accordance with the requirements of Item 601(b)(23) of Regulation S-K under the Securities Act, we hereby consent to the filing of this Opinion as an exhibit to the Registration Statement and the use of our name under the heading “Material U.S. Federal Income Tax Consequences of the Combination” in the Registration Statement. 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 or the rules and regulations of the SEC thereunder.

Very truly yours,