Common use of Opinion of Special Tax Counsel for the Offerors Clause in Contracts

Opinion of Special Tax Counsel for the Offerors. At the Closing Time, the Underwriters shall have received an opinion, dated as of the Closing Time, of Bryan Cave LLP, St. Louis, Missouri, special tax counsel to the Offeroxx, xx xxxm and substance reasonably satisfactory to counsel for the Underwriters and substantially to the effect that (i) the Subordinated Debentures issued by the Company to the Trust in connection with the issuance of the Preferred Securities will be treated as indebtedness of the Company for federal income tax purpose; (ii) the Trust will be classified for United States federal income tax purposes as a grantor trust and not as an association taxable as a corporation, and (iii) the statements set forth in the Prospectus under the caption "Federal Income Tax Consequences" constitute in all material respects a fair and accurate summary of the anticipated United States federal income tax consequences of the ownership and disposition of the Preferred Securities under current law. Such opinion may be conditioned on, among other things, the initial and continuing accuracy of the facts, financial and other information, covenants and representations set forth in certificates of officers of the Company and other documents deemed necessary for such opinion.

Opinion of Special Tax Counsel for the Offerors. At the Closing Time, the Underwriters shall have received an opinion, dated as of the Closing Time, of Bryan Cave Brown & Wood LLP, St. Louis, Missouri, special tax counsel to the OfferoxxOffexxxx, xx xxxm and substance reasonably satisfactory to counsel for the Underwriters and substantially to the effect that (i) the Subordinated Debentures issued by the Company to the Trust in connection with the issuance of the Preferred Securities will be treated classified for United States federal income tax purposes as indebtedness of the Company for federal income tax purpose; Company, (ii) the Trust will be classified for United States federal income tax purposes as a grantor trust and not as an association taxable as a corporation, corporation and (iii) although the statements discussion set forth in the Prospectus under the caption heading "Certain Federal Income Tax Consequences" constitute in does not purport to discuss all material respects a fair and accurate summary of the anticipated possible United States federal income tax consequences of the purchase, ownership and disposition of the Preferred Capital Securities, such discussion constitutes, in all material respects, a fair and accurate summary of the United States federal income tax consequences of the purchase, ownership and disposition of the Capital Securities under current law. Such opinion may be conditioned on, among other things, the initial and continuing accuracy of the facts, financial and other information, covenants and representations set forth in certificates of officers of the Company and other documents deemed necessary for such opinion.

Opinion of Special Tax Counsel for the Offerors. At the Closing Time, the Underwriters shall have received an opinion, dated as of the Closing Time, of Bryan Cave Xxxxx & Wood LLP, St. Louis, Missouri, special tax counsel to the OfferoxxOfferors, xx xxxm and substance reasonably satisfactory to counsel for the Underwriters and substantially to the effect that (i) the Subordinated Debentures issued by the Company to the Trust in connection with the issuance of the Preferred Securities will be treated classified for United States federal income tax purposes as indebtedness of the Company for federal income tax purpose; Company, (ii) the Trust will be classified for United States federal income tax purposes as a grantor trust and not as an association taxable as a corporation, corporation and (iii) although the statements discussion set forth in the Prospectus under the caption heading "Certain Federal Income Tax Consequences" constitute in does not purport to discuss all material respects a fair and accurate summary of the anticipated possible United States federal income tax consequences of the purchase, ownership and disposition of the Preferred Capital Securities, such discussion constitutes, in all material respects, a fair and accurate summary of the United States federal income tax consequences of the purchase, ownership and disposition of the Capital Securities under current law. Such opinion may be conditioned on, among other things, the initial and continuing accuracy of the facts, financial and other information, covenants and representations set forth in certificates of officers of the Company and other documents deemed necessary for such opinion.