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EXHIBIT (8)-1
________ ___, 1998
The Banc Corporation
00 Xxxxx 00xx Xxxxxx
Xxxxxxxxxx, Xxxxxxx 00000
RE: SECOND AMENDED AND RESTATED REORGANIZATION AGREEMENT AND PLAN
OF MERGER BY AND AMONG WARRIOR CAPITAL CORPORATION, THE BANC
CORPORATION, THE BANK AND COMMERCE BANK OF ALABAMA
Gentlemen:
We have acted as counsel to The Banc Corporation, a Delaware
corporation ("TBC"), in connection with the proposed merger (the "Merger") of
Commerce Bank of Alabama, an Alabama corporation ("Commerce"), with and into The
Bank, an Alabama corporation ("The Bank") and 99.75%-owned subsidiary of TBC,
pursuant to the terms of the Second Amended and Restated Reorganization
Agreement and Plan of Merger, dated as of April 6, 1998 (the "Plan of Merger"),
by and among Warrior Capital Corporation, an Alabama corporation, TBC, The Bank
and Commerce, as described in more detail in the Plan of Merger and in the
Registration Statement on Form S-4 (Commission File No. 333-_______) to be filed
by TBC with the Securities and Exchange Commission, as amended (the
"Registration Statement"). This opinion is being provided in satisfaction of the
conditions set forth in Section 7.3(f) of the Plan of Merger. All capitalized
terms, unless otherwise specified, have the meaning assigned to them in the
Registration Statement.
In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
(i) the Plan of Merger, (ii) the Registration Statement, and (iii) such other
documents as we have deemed necessary or appropriate in order to enable us to
render the opinion 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 upon certain written representations and
covenants of TBC, The Bank, Commerce and the Commerce shareholders which are
annexed hereto (the "Representations and Warranties").
In rendering our opinion, we have considered the applicable provisions
of the Internal Revenue Code of 1986, as amended (the "Code"), Treasury
Regulations, pertinent judicial authorities, interpretive rulings of the
Internal Revenue Service and such other authorities as we have considered
relevant.
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Based upon and subject to the foregoing and assuming that, as of the
Effective Time of the Merger and following the Merger there will be no acts or
omissions which will violate or be inconsistent with any of the Representations
and Warranties, we are of the opinion that:
(i) Provided the Merger qualifies as a statutory merger
under the Alabama Business Corporation Act, the Merger will constitute
a reorganization within the meaning of Section 368(a) of the Code, and
TBC, The Bank and Commerce will each be a "party to the reorganization"
within the meaning of Section 368(b) of the Code;
(ii) No gain or loss will be recognized by TBC, The Bank
or Commerce as a result of the Merger;
(iii) No gain or loss will be recognized by a Commerce
shareholder who receives solely shares of TBC Common Stock in exchange
for Commerce Common Stock;
(iv) The receipt of cash by a Commerce shareholder in lieu
of fractional shares of TBC Common Stock will be treated as if the
fractional shares were distributed as part of the exchange and then
were redeemed by TBC. These payments will be treated as having been
received as distributions in full payment in exchange for the stock
redeemed as provided in Section 302(a) of the Code, provided the
redemption is not essentially equivalent to a dividend;
(v) The tax basis of the shares of TBC Common Stock
received by a Commerce shareholder will be equal to the tax bases of
the Commerce Common Stock exchanged therefor, excluding any basis
allocable to a fractional share of TBC Common Stock for which cash is
received; and
(vi) The holding period of the shares of TBC Common Stock
received by a Commerce shareholder will include the holding period or
periods of the Commerce Common Stock exchanged therefor, provided that
the Commerce Common Stock are held as a capital asset within the
meaning of Section 1221 of the Code at the Effective Time of the
Merger.
The Merger should have no immediate federal income tax consequences to
TBC stockholders.
Except as set forth above, we express no opinion as to the tax
consequences, whether federal, state, local or foreign, to any party to the
Merger or of any transactions related to the Merger or contemplated by the Plan
of Merger.
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We hereby consent to the reference to our Firm under the heading "Legal
Matters" in the Prospectuses which form a part of the Registration Statement,
and to the filing of this opinion as an Exhibit thereto.
Very truly yours,
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