EXHIBIT 8
October 21, 1997
Republic Security Financial Corporation
0000 Xxxxxxxx Xxxxxx
Xxxx Xxxx Xxxxx, Xxxxxxx 00000
Gentlemen:
This opinion is being delivered to you in connection with the Agreement and Plan
of Merger dated as of August 8, 1997 (the "Merger Agreement") between Republic
Security Financial Corporation ("RSFC"), Republic Security Bank ("Republic"),
County Financial Corporation ("CFC"), and County National Bank of South Florida
("County"). Pursuant to the Merger Agreement, CFC will merge with and into RSFC
(the "Merger"), and holders of common shares of CFC ("CFC Common Stock") will
receive common shares of RSFC ("RSFC Common Stock"), and cash in lieu of
fractional shares, in exchange therefor.
Except as otherwise provided, capitalized terms referred to herein have the
meanings set forth in the Agreement. All section references, unless otherwise
indicated, are to the Internal Revenue Code of 1986, as amended (the "Code").
We have acted as legal counsel to RSFC in connection with the Merger. As such,
and for the purpose of rendering this opinion, we have examined and are relying
upon (without any independent investigation or review thereof) the truth and
accuracy, at all relevant times, of the statements, covenants, representations
and warranties contained in the following documents:
1. The Merger Agreement;
2. The Registration Statement on Form S-4 (File No. 333-36717),
including the Joint Proxy Statement/Prospectus included therein (the
"Registration Statement"); and
3. Such other instruments and documents related to the formation,
organization and operation of CFC and RSFC or to the consummation of the Merger
and the transactions contemplated thereby as we have deemed necessary or
appropriate.
In preparing our opinion, as hereinafter set forth, we have reviewed such
federal income tax authority as we deemed relevant under the circumstances.
Further, for purposes of this opinion, we have assumed, with your permission and
without independent investigation, the following:
Republic Security Financial Corporation
October 21, 1997
Page 2
1. Original documents (including signatures) are authentic,
documents submitted to us as copies conform to the original documents, and there
has been (or will be by the Effective Time of the Merger) due execution and
delivery of all documents where due execution and delivery are prerequisites to
effectiveness thereof;
2. The Merger will be consummated in accordance with the terms of
the Merger Agreement and the Registration Statement and none of the material
conditions therein have been waived or modified and neither RSFC nor CFC has any
plan or intention to waive or modify any such material condition;
3. The Merger will be effective under the laws of the State of
Florida; and
4. The accuracy and completeness of (i) the statements and facts
concerning the Merger set forth in the Merger Agreement, the Joint Proxy
Statement, and the Registration Statement, (ii) the facts that are the subject
of the representations of RSFC set forth in the RSFC Officer's Certificate
delivered to us by RSFC and dated the date hereof, and (iii) the facts that are
the subject of the representations of CFC set forth in the RSFC Officer's
Certificate delivered to us by CFC and dated the date hereof.
Based on the foregoing items and subject to the assumptions, exceptions,
limitations and qualifications set forth herein, we are of the opinion that, for
federal income tax purposes:
1. The Merger will constitute a "reorganization" within the
meaning of Sections 368(a) of the Code;
2. RSFC and CFC will each be a party to the reorganization
within the meaning of Section 368(a) of the Code.
In addition to the assumptions set forth above, this opinion is subject to the
exceptions, limitations and qualifications set forth below.
Our opinion is based on current provisions of the Code, the Treasury Regulations
promulgated thereunder, published pronouncements of the Internal Revenue Service
and case law, any of which may be changed at any time with retroactive effect.
Any change after the date hereof in applicable laws or in the facts and
circumstances surrounding the Merger, or any inaccuracy in the statements,
facts, assumptions and representations on which we have relied, may affect the
continuing validity of the opinions set forth herein. We assume no
responsibility to inform you of any such change or inaccuracy that may occur or
come to our attention.
We consent to the use of this opinion as an exhibit to the Registration
Statement to register the RSFC Common Stock to be issued to the CFC stockholders
in connection with the Merger, and further consent to the use of our name
wherever appearing in the Registration Statement, including the Prospectus
constituting a part thereof, and any amendment thereto. In giving such opinion,
we do not thereby admit that we are acting 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 Securities and Exchange Commission
thereunder.
Republic Security Financial Corporation
October 21, 1997
Page 3
Very truly yours,
