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EXHIBIT 8.3
___________ ___, 1998
The Banc Corporation
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RE: SECOND AMENDED AND RESTATED REORGANIZATION AGREEMENT AND PLAN
OF MERGER BY AND AMONG WARRIOR CAPITAL CORPORATION, THE BANC
CORPORATION AND FIRST CITIZENS BANCORP, INC.
Gentlemen:
We have acted as counsel to The Banc Corporation, a Delaware
corporation ("TBC"), in connection with the proposed merger (the "Merger") of
First Citizens Bancorp, Inc., an Alabama corporation ("Bancorp"), with and into
TBC, pursuant to the terms of the Second Amended and Restated Reorganization
Agreement and Plan of Merger, dated as of April 15, 1998 (the "Plan of Merger"),
by and among Warrior Capital Corporation, an Alabama corporation, TBC and
Bancorp, as described in more detail in the Plan of Merger and in the
Registration Statement on Form S-4 (Commission File No. 333-______) filed by TBC
with the Securities and Exchange Commission, as amended (the "Registration
Statement"). 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, Bancorp and the Bancorp 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 General Corporation Law of the State of Delaware and the
Alabama Business Corporation Act, the Merger will constitute a
reorganization within the meaning of Section 368(a) of the Code, and
TBC and Bancorp 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 or Bancorp
as a result of the Merger;
(iii) No gain or loss will be recognized by a Bancorp
shareholder who receives solely shares of TBC Common Stock in exchange
for Bancorp Common Stock;
(iv) The receipt of cash by a Bancorp 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 Bancorp shareholder will be equal to the tax bases of
the Bancorp Common Stock exchanged therefor, excluding any basis
allocable to a fractional share of TBC Common Stock for which cash is
received;
(vi) The holding period of the shares of TBC Common Stock
received by a Bancorp shareholder will include the holding period or
periods of the Bancorp Common Stock exchanged therefor, provided that
the Bancorp Common Stock are held as a capital asset within the
meaning of Section 1221 of the Code at the Effective Time of the
Merger; and
(vii) Where solely cash is received by a Bancorp
shareholder in exchange for his Bancorp Common Stock pursuant to the
exercise of dissenters' rights, such cash will be treated as having
been received in redemption of his Bancorp Common Stock, subject to
the provisions and limitations of Section 302 of the Code.
The Merger should have no immediate federal income tax consequences to
TBC stockholders.
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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.
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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By
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