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EXHIBIT 8.1
October 29, 1997
F.N.B. Corporation
Xxxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxxxx 00000
West Coast Bank
0000 Xxxxx Xxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxx 00000
Re: Agreement and Plan of Merger under which West Coast Bank
will merge with and into Southwest Interim Bank No. 3, 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 West Coast Bank
("West Coast") with and into Southwest Interim Bank No. 3 ("Interim"),
which will be 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 August 13, 1997 and amended as of
October 16, 1997, by and among FNB, Interim, Southwest Banks, Inc.
("Southwest") and West Coast, described in the FNB Registration
Statement on Form S-4, to be filed with the Securities and Exchange
Commission on or about October 20, 1997 (the "Registration Statement").
At your request, in connection with the filing by FNB of the
Registration Statement and the Proxy Statement-Prospectus of West Coast
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 West Coast, in each
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case without independent verification thereof. With the consent of FNB
and West Coast, 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 West Coast Common Stock will be exchanged for FNB Common
Stock in the Merger, and that the shares of West Coast 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:
(1) The Merger will constitute a reorganization under Code xx.xx.
368(a)(1)(A) and 368(a)(2)(D), and FNB, Interim and West Coast will
each be a party to the reorganization within the meaning of Code
ss.368(b).
(2) Holders of shares of West Coast Common Stock who exchange such
shares solely for shares of FNB Common Stock will not recognize gain or
loss on the exchange.
(3) The federal income tax basis of shares of FNB Common Stock received
in exchange for shares of West Coast Common Stock will be equal to the
holder's basis of the shares of West Coast Common Stock surrendered in
exchange therefor, and the holding period of such FNB Common Stock will
include the holding period of the West Coast Common Stock surrendered
in exchange therefor.
(4) 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.
(5) A holder of West Coast 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 West Coast 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.
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No opinion is expressed with respect to any of the following:
(i) The appropriate method to determine the fair market value of any
stock or other consideration received in any sale or exchange;
(ii) The state, local or foreign tax consequences of any aspect of the
Merger; or
(iii) The federal income tax consequences of any aspect of the Merger
to holders of West Coast 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 West Coast 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
DWS/dkaw
