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EXHIBIT 8.1
[XXXXX, XXXXXXXX & XXXXXXX, LLP LETTERHEAD]
March 30, 1998
F.N.B. Corporation
One F.N.B. Boulevard
Hermitage, Pennsylvania 16148
Seminole Bank
00000 Xxxx Xxxxxxxxx
Xxxxxxxx, Xxxxxxx 00000
Re: Agreement and Plan of Merger under which Seminole
Bank will merge with and into Southwest Interim Bank
No. 4, N.A., to be a wholly-owned subsidiary of
F.N.B. Corporation
Ladies/Gentlemen:
We have acted as special counsel to F.N.B. Corporation ("FNB") in
connection with the proposed merger (the "Merger") of Seminole Bank ("Seminole")
with and into Southwest Interim Bank No. 4, N.A. ("Interim"), a national bank to
be chartered under the laws of the United States and to become a wholly-owned
subsidiary of FNB, pursuant to the terms of and as described in that certain
Agreement and Plan of Merger (the "Merger Agreement") dated as of February 2,
1998 and amended as of April 6, 1998, by and among FNB, Interim, Southwest
Banks, Inc. ("Southwest") and Seminole, described in the FNB Registration
Statement on Form S-4, to be filed with the Securities and Exchange Commission
on or about April 8, 1998 (the "Registration Statement"). At your request, in
connection with the filing by FNB of the Registration Statement and the Proxy
Statement-Prospectus of Seminole and FNB (the "Proxy Statement-Prospectus")
included as part of the Registration Statement, we are rendering our opinion
concerning certain federal income tax consequences of the Merger. Unless
otherwise indicated, all capitalized terms used in this opinion have the same
meaning as used in the Proxy Statement-Prospectus.
For purposes of rendering our opinion herein, we have conducted an
examination of the Internal Revenue Code of 1986, as amended (the "Code"), and
such other applicable laws, regulations, rulings, decisions, documents and
records as we have deemed necessary. With respect to factual matters, we have
relied upon the Merger Agreement, including, without limitation, the
representations of the parties set forth therein, and upon certain statements
and representations made to us in certificates by officers of FNB and Seminole,
in each case without independent verification thereof. With the consent of FNB
and Seminole, we have relied on the accuracy and completeness of the statements
and representations contained in such certificates and have assumed that such
certificates will be complete and accurate as of the Effective Time. We have
also relied on the accuracy and completeness of the Proxy Statement-Prospectus.
In addition, for purposes of this opinion, we have assumed that at least fifty
percent of the outstanding shares of Seminole Common Stock will be exchanged for
FNB Common Stock in the Merger, and that the shares of Seminole Common Stock
constitute capital assets in the hands of each holder thereof.
Based on the foregoing, and subject to the qualifications set forth
below, we are of the opinion that under the Code:
I. The Merger will constitute a reorganization under Code ss.ss.368(a)(1)(A) and
368(a)(2)(D), and FNB, Interim and Seminole will each be a party to the
reorganization within the meaning of Code ss.368(b).
II. Holders of shares of Seminole Common Stock who exchange such shares solely
for shares of FNB Common Stock will not recognize gain or loss on the exchange.
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III. The federal income tax basis of shares of FNB Common Stock received in
exchange for shares of Seminole Common Stock will be equal to the holder's basis
of the shares of Seminole Common Stock surrendered in exchange therefor, and the
holding period of such FNB Common Stock will include the holding period of the
Seminole Common Stock surrendered in exchange therefor.
IV. The receipt of cash in lieu of fractional shares will be treated as if
the fractional shares were distributed as part of the exchange and then redeemed
by FNB, and capital gain or loss will be recognized in an amount equal to the
difference between the cash received and the basis of the fractional share of
FNB Common Stock surrendered.
V. A holder of Seminole Common Stock who exercises appraisal rights will
recognize capital gain or loss equal to the difference between the cash received
and such holder's tax basis in the Seminole Common Stock exchanged.
The opinions expressed herein are based upon our interpretation of
existing legal authorities, and no assurance can be given that such
interpretations would be followed if the exchange of shares contemplated by the
Merger became the subject of administrative or judicial proceedings. Statements
of opinion herein are opinions only and should not be interpreted as guarantees
of the current status of the law, nor should they be accepted as a guarantee
that a court of law or administrative agency will concur in such statement.
No opinion is expressed with respect to any of the following:
A. The appropriate method to determine the fair market value of any
stock or other consideration received in any sale or exchange;
B. The state, local or foreign tax consequences of any aspect of the
Merger; or
C. The federal income tax consequences of any aspect of the Merger to
holders of Seminole Common Stock who are subject to special tax treatment for
federal income tax purposes, including among others, life insurance companies,
tax exempt entities and foreign taxpayers, or to holders of warrants or options
to purchase Seminole Common Stock, if any, which are exchanged for or converted
into options or warrants to acquire FNB Common Stock.
We expressly consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the Registration Statement, and to the
references to this opinion in the Proxy Statement-Prospectus. In giving this
opinion, we do not hereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as amended.
Very truly yours,
XXXXX, XXXXXXXX & XXXXXXX, LLP
/s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx
