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EXHIBIT 8.1
April 26, 2001
First International Bancorp, Inc.
000 Xxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Ladies and Gentlemen:
This opinion is furnished to you pursuant to Section 7.2(f) of the
Agreement and Plan of Merger dated as of January 15, 2001 (the "Agreement"),
among United Parcel Service, Inc., a Delaware corporation ("Parent"), Stag
Merger Company, Inc., a Delaware corporation and a direct wholly-owned
subsidiary of Parent ("Merger Sub"), and First International Bancorp, Inc., a
Delaware corporation ("Target"). Pursuant to the Agreement, Merger Sub will
merge with and into Target in a transaction (the "Merger") in which the existing
stockholders of Target will receive Parent Common Stock and in which Target will
become a wholly-owned subsidiary of Parent. You have requested our opinion as to
certain federal income tax consequences anticipated to follow from
implementation of the Agreement. Capitalized terms not defined herein have the
respective meanings set forth in the Agreement.
For purposes of our opinion, we have examined and relied upon the
originals or copies, certified or otherwise identified to us to our
satisfaction, of the Agreement, the proxy statement/prospectus dated April 26,
2001 included in the Registration Statement on Form S-4 filed with the
Securities and Exchange Commission by Parent in connection with the Merger, and
related documents (collectively, the "Documents"). In that examination, we have
assumed the genuineness of all signatures, the authenticity and completeness of
all documents purporting to be originals (whether reviewed by us in original or
copy form) and the conformity to the originals of all documents purporting to be
copies, including electronic copies.
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First International Bancorp, Inc.
April 26, 2001
Page 2
As to certain factual matters, we have relied with your consent upon,
and our opinion is limited by, the representations and statements of the various
parties set forth in the Documents and in the certificates from Parent, Merger
Sub, and Target dated the date hereof, copies of which are attached hereto (the
"Certificates"). Our opinion assumes (i) that all representations and statements
set forth in the Documents and in the Certificates are true, correct, and
complete as of the dates made and as of the date hereof, and (ii) that those
representations and statements will remain true, correct and complete at all
times through and at the Effective Time. Our opinion is limited solely to the
provisions of the federal Internal Revenue Code as now in effect (the "Code"),
and the regulations, rulings, and interpretations thereof in force as of this
date and we assume no obligation to advise you of changes in the law or fact
that occur after the date of this opinion.
On the basis of and subject to the foregoing, assuming due adoption and
implementation of the Agreement in accordance with its terms and consistent with
the representations set out in the Documents and Certificates (and without any
waiver or modification of any thereof), we are of the opinion that for federal
income tax purposes (i) the Merger will constitute a reorganization within the
meaning of Section 368(a) of the Code, and (ii) no gain or loss will be
recognized by stockholders of Target who exchange all of their Target Common
Stock solely for Parent Common Stock pursuant to the Merger, except with respect
to cash, if any, received in lieu of a fractional share of Parent Common Stock.
This opinion is being delivered solely to you for your use in
connection with the Merger. It may not be made available to or relied upon by
any other person or entity or used for any other purpose without our prior
written consent. We hereby consent to the use of our name in the Registration
Statement under the caption "Material Federal Income Tax Consequences" and to
the filing of this opinion as an exhibit to the Registration Statement.
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First International Bancorp, Inc.
April 26, 2001
Page 3
Very truly yours,
/s/ Xxxxxxx Xxxx LLP
XXXXXXX XXXX LLP
