May 11, 1998
BANC ONE CORPORATION
000 Xxxx Xxxxx Xxxxxx
Columbus, 01143271-0252
Re: Agreement and Plan of Merger, dated October 20, 1997, between First
Commerce Corporation, Delta Acquisition Corporation, and Banc One
Corporation
Dear Ladies and Gentlemen:
We have acted as tax advisors to BANC ONE CORPORATION, an Ohio corporation
(hereinafter the "Parent"), in connection with the proposed merger ("Merger") of
Delta Acquisition Corporation, an Ohio corporation ("Sub"), with and into First
Commerce Corporation, a Louisiana corporation ("Target"), pursuant to the terms
of the Agreement and Plan of Merger, dated October 20, 1997 ("Merger
Agreement"), by and among Parent, Sub, and Target. As a result of such role, you
requested we render an opinion as to the Federal income tax consequences for
Target shareholders, Target, and Parent. Such is provided herein.
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 Merger Agreement, and (ii) any other documents we deemed necessary or
appropriate to enable us to render the opinion below. In our examination, we
have assumed the authenticity 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 Parent, Sub, and
Target, which are annexed hereto.
Our opinion is based on the relevant provisions of the Internal Revenue Code of
1986, as amended (the "Code"), the regulations thereunder, and the judicial and
administrative interpretations thereof. There are no assurances that the
conclusions reached herein will be accepted by the Internal Revenue Service or
judicial authorities if challenged. Any legislative, regulatory, administrative,
or judicial decisions subsequent to the date of this opinion may have an impact
on the validity of our conclusions. Unless you specifically request otherwise,
we will not update our opinion for changes to the law, regulations, or the
judicial and administrative interpretations thereof.
Based upon and subject to the foregoing, we are of the opinion that the Merger
will, under current law, constitute a tax-free reorganization under Section
368(a) of the Code, and Parent and Target will each be a party to the
reorganization within the meaning of Section 368(b) of the Code. As a tax-free
reorganization, the Merger will have the following Federal income tax
consequences for Target shareholders, Target and Parent:
1. No gain or loss will be recognized by holders of common stock, par value
of $5.00 per share, of Target ("Target Common Stock") as a result of the
exchange of such shares for shares of Parent common stock ("Parent Common
Stock"), without par value, pursuant to the Merger, except that gain or
loss will be recognized on the receipt of cash, if any, received in lieu of
fractional shares or by dissenting shareholders in perfection of their
dissenting rights. The payment of cash to Target shareholders in lieu of
fractional share interests or to dissenting shareholders in perfection of
their dissenting rights of Parent Common Stock will be treated for
federal income tax purposes as if the fractional shares were distributed as
part of the exchange and then were redeemed by Parent. These cash payments
will be treated as distributions in full payment in exchange for the stock
redeemed as provided by Section 302(a) of the Code.
2. The tax basis of the shares of Parent Common Stock received by each
shareholder of Target will equal the tax basis of such shareholder's shares
of Target Common Stock (reduced by any amount allocable to fractional share
interests for which cash is received) exchanged in the Merger.
3. The holding period for the shares of Parent Common Stock received by
each shareholder of Target will include the holding period for the shares
of Target Common Stock of such shareholder exchanged in the Merger provided
that Target Common Stock was held as a capital asset on the date of
exchange.
4. Parent will not recognize gain or loss as a result of the Merger.
5. Target will not recognize gain or loss as a result of 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 or contemplated by the Merger. This opinion is
being furnished only to you in connection with the Merger and solely for your
benefit and for the benefit of First Commerce and its shareholders in
connection therewith including the use of such opinion within the related
Form S-4 Registration Statement. It may not be used or relied upon for any
other purpose, and it may not be circulated, quoted or otherwise referred to
for any other purpose without our express written consent.
Very Truly Yours,
/s/ Coopers & Xxxxxxx L.L.P.
Coopers & Xxxxxxx L.L.P.
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