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EXHIBIT 8.01
SMITH, ANDERSON, BLOUNT, DORSETT, XXXXXXXX & XXXXXXXX, LLP
Lawyers
0000 Xxxxx Xxxxx Xxxxxxx Xxxxxx
Xxxxxxx, Xxxxx Xxxxxxxx 00000
Phone: 000-000-0000
Fax: 000-000-0000
_______________, 1999
FNB Financial Services Corporation
000 Xxxxx Xxxx Xxxxxx
Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000
AGREEMENT AND PLAN OF REORGANIZATION AND MERGER DATED AS OF
MAY 28, 1999 BY AND AMONG FNB FINANCIAL SERVICES CORPORATION,
FNB ACQUISITION SUB, F.S.B. (IN ORGANIZATION) AND BLACK
DIAMOND SAVINGS BANK, F.S.B.
Gentlemen:
We have acted as counsel to FNB Financial Services Corporation ("FNB"),
a North Carolina corporation, in connection with the proposed merger (the
"Merger") of FNB Acquisition Sub, F.S.B. (in organization) ("Sub"), a federal
savings bank wholly owned by FNB, with and into Black Diamond Savings Bank,
F.S.B., a federal savings bank ("Black Diamond") pursuant to the terms of the
Agreement and Plan of Reorganization and Merger dated as of May 28, 1999 (the
"Merger Agreement") by and among FNB, Black Diamond and Sub. This opinion is
being rendered pursuant to Section 5.1(E) of the Merger Agreement. All
capitalized terms, unless otherwise specified, have the meaning assigned to them
in the Merger Agreement.
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the Merger Agreement,
the Registration Statement and such other documents as we have deemed necessary
or appropriate in order to enable us to render the opinion expressed below. In
our examination, 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, conformed or photostatic copies and the authenticity of the
originals of such copies.
In rendering the opinion set forth below, we have relied, with your
permission, upon certain written factual representations of FNB, Sub and Black
Diamond dated as of the date of this letter. We have assumed that any
representation or statement made in connection with such representations that is
made "to the best of knowledge" or similarly qualified is correct without such
qualification. We have also assumed that when a person or entity making a
representation has represented that such person or entity either is not a party
to or does not have, or is not aware of, any plan or intention, understanding or
agreement as to a particular matter, there is in fact no such plan, intention,
understanding or agreement. We also have assumed that all such written
representations will be true as of the Effective Time.
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In rendering our opinion, we have considered the applicable provisions
of the Code, the Treasury Regulations, pertinent judicial authorities,
interpretive rulings of the Internal Revenue Service and such other authorities
as we have considered relevant.
Based upon and subject to the foregoing, we are of the opinion that (i)
the Merger will constitute a tax-free reorganization under Section 368(a) of the
Code; (ii) FNB, Sub and Black Diamond will each be a party to the reorganization
within the meaning of Section 368(b) of the Code; and (iii) the summary of
"Material Federal Income Tax Considerations" set forth in the Registration
Statement filed by FNB with the Securities and Exchange Commission is accurate,
subject to the assumptions, conditions and limitations set forth therein.
Our opinion expressed in this letter is based on current law and upon
facts and assumptions as of the date of this letter. Our opinion is subject to
change in the event of a change in the applicable law, a change in the
interpretation of the applicable law by the courts or by the Internal Revenue
Service or a change in any of the facts or assumptions upon which the opinion is
based. There is no assurance that legislative, regulatory, administrative or
judicial developments may not be forthcoming which would significantly modify
the statements or opinion expressed in this letter. Any such developments may or
may not be retroactive. This opinion represents our best legal judgment but has
no binding effect or official status of any kind. As a result, no assurance can
be given that the opinion expressed in this letter will be sustained by a court
if contested. No ruling will be obtained from the Internal Revenue Service with
respect to the Merger.
Except as set forth above, we express no opinion as to the tax
consequences to any party, whether Federal, state, local or foreign, of the
Merger or of any transactions related to the Merger or contemplated by the
Merger Agreement. This opinion is being furnished only to you in connection with
the Merger and solely for your benefit in connection therewith and may not be
used or relied upon for any other purpose and may not be circulated, quoted or
otherwise referred to for any other purpose without our express written consent.
We hereby acknowledge and consent to FNB's filing of this opinion as an exhibit
to the Registration Statement with the Securities and Exchange Commission. In
giving such consent, we do not thereby admit that we are in 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 promulgated thereunder.
Very truly yours,
