EXHIBIT 8.1
[LETTERHEAD OF XXXXXX PEPPER TOOZE LLP]
____________, 2006
Western Sierra Bancorp
0000 Xxxxx Xxxxxxxxx Xxxxxx
Xxxxxxx Xxxx, Xxxxxxxxxx 00000
Umpqua Holdings Corporation
Xxx XX Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxx, Xxxxxx 00000
Re: Mergers Pursuant to Agreement and Plan of Reorganization dated
February 7, 2006, by and among Umpqua Holdings Corporation, Umpqua
Bank, Western Sierra Bancorp, Western Sierra National Bank, Auburn
Community Bank, Central California Bank and Lake Community Bank (the
"Merger Agreement")
Ladies and Gentleman:
We have acted as special counsel to Umpqua Holdings Corporation, an Oregon
corporation ("Umpqua"), in connection with the proposed merger of Western Sierra
Bancorp, a California corporation ("Western"), with and into Umpqua (the
"Holding Company Merger"), and the proposed mergers of each of Western Sierra
National Bank, Auburn Community Bank, Central California Bank and Lake Community
Bank (collectively, the "Western Banks"), with and into Umpqua Bank (the "Bank
Mergers"), pursuant to the terms of the Merger Agreement.
Capitalized terms not defined herein have the meanings set forth in the
Merger Agreement and the exhibits thereto or in the letters delivered to Xxxxxx
Pepper Tooze LLP by Umpqua and Umpqua Bank, and by Western and the Western Banks
containing certain representations of Umpqua and Umpqua Bank, and Western and
the Western Banks relevant to our opinion (the "Representation Letters"). All
section references, unless otherwise indicated, are to the United States
Internal Revenue Code of 1986, as amended (the "Code"). The Holding Company
Merger and the Bank Mergers are referred to collectively as the "Mergers."
You have requested our opinion regarding certain federal income tax
consequences of the Mergers. This opinion is given pursuant to Sections 8.12 and
9.10 of the Merger Agreement. In our capacity as special counsel to Umpqua, and
for purposes of rendering this opinion, we have examined and relied upon the
Registration Statement on Form S-4, and all amendments thereto, as filed with
the Securities and Exchange Commission, the Merger Agreement and the exhibits
thereto, the Representation Letters, and such other documents as we considered
relevant for purposes of this opinion. In our examination, we have assumed the
authenticity of all documents submitted to us as originals, the accuracy of all
documents submitted to us as copies and the authenticity of the originals of
such copies, the genuineness of signatures, and the legal capacity of
signatories.
Western Sierra Bancorp
Umpqua Holdings Corporation
__________, 2006
Page 2
We have assumed that all parties to the Merger Agreement and to any other
documents examined by us have acted, and will act, in accordance with the terms
of the Merger Agreement and other documents and that the Mergers will be
consummated at the Effective Date pursuant to the terms and conditions set forth
in the Merger Agreement without the waiver or modification of any terms and
conditions. Furthermore, we have assumed that all representations contained in
the Merger Agreement, as well as those representations contained in the
Representation Letters, are, and at the Effective Date will be, true and
complete in all material respects, and that any representation made in any of
the documents referred to herein "to the best of the knowledge and belief" or
similar qualification of any person is correct without such qualification. We
have assumed that all parties to the Merger Agreement have complied with and
will comply with all requirements under Oregon and California law applicable to
the Mergers including without limitation Oregon Revised Statutes Chapter 60 and
Oregon Revised Statutes Chapter 711 and all applicable regulations promulgated
under such statutes.
We have assumed that as to all matters for which a person or entity has
represented that such person or entity does not have, or is not aware of, any
plan, intention, understanding, or agreement, there is no such plan, intention,
understanding, or agreement. We have not attempted to verify independently such
representations, but in the course of our representation, nothing has come to
our attention that would cause us to question the accuracy thereof.
In rendering our opinion, we have considered the applicable provisions of
the Code, Treasury Regulations promulgated or proposed thereunder (the
"Regulations"), current published administrative positions of the Internal
Revenue Service ("Rulings"), and existing judicial authorities. New developments
in the Regulations, Rulings, judicial authorities or legislative changes
occurring after the Effective Date may have an adverse impact upon the opinions
expressed herein. Nevertheless, we undertake no responsibility to advise you of
any developments after the Effective Date in the application or interpretation
of the income tax laws of the United States.
Our opinion represents our best judgment of how a court would decide if
presented with the issues addressed herein and is not binding upon either the
Internal Revenue Service ("IRS") or any court. Thus, no assurances can be given
that a position taken in reliance on our opinion will not be challenged by the
IRS or rejected by a court.
This opinion addresses only the specific United States federal income tax
consequences of the Mergers set forth below, and does not address any other
federal, state, local, or foreign income, estate, gift, transfer, sales, use, or
other tax consequences that may result from the Mergers or any other transaction
(including any transaction undertaken in connection with the Mergers).
On the basis of, and subject to the foregoing, and in reliance upon the
representations and assumptions described above, we are of the following
opinion:
1. The Holding Company Merger will constitute a reorganization within
the meaning of Section 368(a)(1) of the Code and Umpqua and Western
will be parties to such reorganization within the meaning of Section
368(b).
Western Sierra Bancorp
Umpqua Holdings Corporation
__________, 2006
Page 3
2. The Bank Mergers will each constitute a reorganization within the
meaning of Section 368(a)(1) of the Code and Umpqua Bank and the
Western Banks will be parties to such reorganizations within the
meaning of Section 368(b).
3. No taxable gain or loss will be recognized by Umpqua, Western,
Umpqua Bank, or the Western Banks as a result of the Mergers.
4. No taxable gain or loss will be recognized by the shareholders of
Western upon the exchange of Western Common Stock solely for shares
of Umpqua Common Stock in the Holding Company Merger, except that
gain or loss will be recognized on the receipt of cash, if any,
received in lieu of fractional shares.
No opinion is expressed as to any federal income tax consequence of the
Mergers except as specifically set forth herein, and this opinion may not be
relied upon except with respect to the consequences specifically discussed
herein.
This opinion is being delivered to you solely in connection with the
Merger Agreement and may be relied upon by Umpqua, Western, Umpqua Bank, and the
Western Banks and their respective shareholders. It may not be relied upon for
any other purpose or by any other person or entity, and may not be made
available to any other person or entity without our prior written consent.
We hereby consent to the reference to us under the heading "Material
United States Federal Income Tax Consequences of the Merger" in the Joint Proxy
Statement-Prospectus and the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not hereby 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 and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
XXXXXX PEPPER TOOZE LLP
