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EXHIBIT 8
[XXXXXX & BIRD LLP LETTERHEAD]
One Atlantic Center
0000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000-0000
000-000-0000
Fax: 000-000-0000
xxx.xxxxxx.xxx
July 24, 1998
Regions Financial Corporation
000 X. 00xx Xxxxxx, Xxxxx 0000
Xxxxxxxxxx, XX 00000
Etowah Bank
000 X. Xxxx Xxxxxx
Xxxxxx, Xxxxxxx 00000
Re: Agreement and Plan of Merger By and Between Etowah Bank. and
Regions Financial Corporation
Ladies and Gentlemen:
We have served as counsel to Regions Financial Corporation ("Regions")
in connection with the proposed reorganization of Regions and Etowah Bank
("Etowah") pursuant to the Agreement and Plan of Merger dated as of February 26,
1998 (the "Agreement") which provides for the acquisition of Etowah by Regions
pursuant to the merger ("Merger") of a newly formed, wholly-owned interim state
bank subsidiary of Regions to be organized under the laws of the State of
Georgia ("Regions Merger Subsidiary") with and into Etowah. All terms used
herein without definition shall have the respective meanings specified in the
Agreement, and unless otherwise specified, all section references herein are to
the Internal Revenue Code of 1986, as amended (the "Code"). In our capacity as
counsel to Regions, our opinion has been requested with respect to certain of
the federal income tax consequences of the Merger.
In rendering the opinions expressed herein, we have examined such
documents as we deemed appropriate, including:
(1) The Agreement; and
0000 Xxxx Xxxxxxxx Xxxxxx 0000 Xxxxxxxx Xxxxxx, Xxxxx 000 000 Xxxxxxxxxxxx Xxxxxx, X.X.
X. X. Drawer 34009 P. O. Drawer 31107 North Building, 11th Floor
Charlotte, NC 28234-4009 Raleigh, NC 27622-1107 Washington, DC 20004-2601
000-000-0000 000-000-0000 000-000-0000
Fax: 000-000-0000 Fax: 000-000-0000 Fax: 000-000-0000
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Regions Financial Corporation
July 24, 1998
Page 2
(2) The Registration Statement on Form S-4 filed by Regions with the
Securities and Exchange Commission under the Securities Act of 1933, on July 23,
1998, as amended, including the Proxy Statement/Prospectus constituting part
thereof (together the "Registration Statement").
In rendering the opinions expressed herein, we have assumed with the
consent of Etowah and Regions that the Agreement and the Registration Statement
accurately and completely describe the Merger and that the Merger will be
consummated in accordance with the Agreement and as described in the
Registration Statement.
In rendering the opinions expressed herein, we have relied with the
consent of Etowah and Regions upon the accuracy and completeness of the factual
statements and factual representations (which factual statements and factual
representations we have neither investigated nor verified) contained in the
certificates of Etowah and Regions to us dated July 21, 1998 and July 16, 1998,
respectively, (the "Certificates"), which we have assumed are complete and
accurate as of the date hereof and will be complete and accurate as of the date
on which the Merger is consummated.
Based on the foregoing, and subject to the assumptions and
qualifications set forth in the Registration Statement under the heading
"Description of the Transaction--Federal Income Tax Consequences of the Merger,"
we are of the opinion that, under presently applicable federal income tax law:
1. The Merger will constitute a reorganization within the meaning of
Section 368(a) of the Code, and Regions and Etowah will each be a party to the
reorganization within the meaning of Section 368(b) of the Code.
2. No gain or loss will be recognized by holders of Etowah Common Stock
upon the exchange in the Merger of all of their Etowah Common Stock solely for
shares of Regions Common Stock (except with respect to any cash received in lieu
of a fractional share interest in Regions Common Stock).
3. The aggregate tax basis of the Regions Common Stock received by
holders of Etowah Common Stock who exchange all of their Etowah Common Stock
solely for Regions Common Stock in the Merger will be the same as the tax basis
of the Etowah Common Stock surrendered in exchange therefor, less the basis of
any fractional share of Regions Common Stock settled by cash payment.
4. The holding period of the Regions Common Stock received by holders
who exchange all of their Etowah Common Stock solely for Regions Common Stock in
the Merger will include the holding period of the Etowah Common Stock
surrendered in
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Regions Financial Corporation
July 24, 1998
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exchange therefor, provided that such Etowah Common Stock is held as a capital
asset at the Effective Time.
5. The payment of cash to holders of Etowah Common Stock in lieu of
fractional share interests of Regions 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 Regions. These cash payments will be treated
as having been received as distributions in full payment in exchange for the
Regions Common Stock redeemed, as provided in Section 302(a) of the Code.
6. Where solely cash is received by a holder of Etowah Common Stock in
exchange for Etowah Common Stock pursuant to the exercise of dissenters' rights,
such cash will be treated as having been received in redemption of such holder's
Etowah Common stock, subject to the provisions and limitations of Section 302 of
the Code.
The opinions expressed herein are based upon existing statutory,
regulatory, and judicial authority, any of which may be changed at any time with
retroactive effect. In addition, our opinions are based solely on the documents
that we have examined, and the factual statements and factual representations
set out in the Certificates, which we have assumed are true on the date hereof
and will be true on the date on which the Merger is consummated. Our opinions
cannot be relied upon if any of the facts pertinent to the Federal income tax
treatment of the Merger stated in such documents or any of the factual
statements or factual representations set out in the Certificates is, or later
becomes, inaccurate. Our opinions are limited to the tax matters specifically
covered thereby, and we have not been asked to address, nor have we addressed,
any other tax consequences of the Merger, including for example any issues
related to intercompany transactions, accounting methods, or changes in
accounting methods resulting from the Merger, or the consequences of the Merger
under state, local or foreign law.
We hereby consent to the use of this opinion and to the references made
to Xxxxxx & Bird LLP in the Registration Statement under the captions
"Summary--Federal Income Tax Consequences of the Merger" and "Description of
Transaction--Federal Income Tax Consequences of the Merger" and to the filing of
this opinion as an exhibit to the Registration Statement.
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Regions Financial Corporation
July 24, 1998
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Very truly yours,
XXXXXX & BIRD LLP
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, Partner
