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Exhibit 8
[XXXXXXX, XXXXXXXX, XXXXXX & XXXXX, PLLC LETTERHEAD]
______________, 1999
Board of Directors
Trustmark Corporation
000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxxxxx 00000
Board of Directors and Shareholders
Xxx Xxxxxxxx Agency, Inc.
Re: Merger Agreement by and among Trustmark Corporation, Trustmark
National Bank, Trustmark Insurance Agency, Inc. and Xxx
Xxxxxxxx Agency, Inc.
Gentlemen:
We have acted as counsel to Trustmark Corporation, a Mississippi
corporation and registered bank holding company ("Trustmark"), Trustmark
National Bank, a national banking association ("Trustmark Bank") and Trustmark
Insurance Agency, Inc. ("TIA"), in connection with the proposed Merger (the
"Merger") of Xxx Xxxxxxxx Agency, Inc. ("Xxxxxxxx"), a Mississippi corporation,
with TIA under the existing charter of TIA pursuant to the terms of the Merger
Agreement dated as of February 4, 1999 (the "Merger Agreement"), by and among
Trustmark, Trustmark Bank, TIA and Xxxxxxxx, each as described in the
Registration Statement on Form S-4 filed by Trustmark with the Securities and
Exchange Commission (the "Registration Statement"). All capitalized terms,
unless otherwise specified, have the meanings 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 Merger Agreement, (ii) the Registration Statement, and (iii) such other
documents as we have deemed necessary or appropriate in order to enable us to
render the opinions 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 opinions set forth below, we have relied upon certain written
representations and covenants of Trustmark, Trustmark Bank, TIA, Xxxxxxxx and
Xxxxxxxx'x shareholders.
In rendering our opinion, we have considered the applicable provisions
of the Internal Revenue Code of 1986, as amended (the "Code"), existing and
proposed Treasury Regulations, pertinent judicial authorities, interpretive
rulings of the Internal Revenue Service and such other
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authorities as we have considered relevant. The following opinion is based upon
the foregoing authorities as existing on the date of this opinion. In addition,
any change in the facts and assumptions upon which this opinion is based could
modify the conclusions reached herein.
Our opinion covers only the matters expressly set forth herein, and no
opinions should be inferred as to any other matters or as to any other tax
aspects of the above-described transactions that are not specifically addressed.
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)(1)(c) of the Code. It is further our opinion that Trustmark,
Trustmark Bank, TIA and Xxxxxxxx will each be a party to the Merger.
As a tax-free reorganization, the Merger will have the following
Federal income tax consequences for Xxxxxxxx and its shareholders and Trustmark,
Trustmark Bank and TIA:
1. No gain or loss will be recognized by the holders of the common
stock of Xxxxxxxx as a result of the exchange of such shares for shares of
Trustmark common stock ("Trustmark Common Stock") pursuant to the Merger. Xxxx
received by any Xxxxxxxx shareholder or as a consequence of perfecting
dissenters' rights of appraisal with respect to their Xxxxxxxx shares will be
treated as having been received by such shareholders as a distribution in
redemption of his or her stock, subject to the provisions and limitations of
Code Section 302. The payment of cash in lieu of fractional share interests will
be treated as if the shares were distributed as part of the exchange and then
were redeemed by Trustmark. These cash payments will be treated as distributions
in full payment in exchange for the stock redeemed, subject to the provisions
and limitations of Code Section 302.
2. The tax basis of the shares of Trustmark Common Stock received by
each shareholder of Xxxxxxxx will equal the tax basis of such shareholder's
shares of Xxxxxxxx (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 Trustmark Common Stock received
by each shareholder of Xxxxxxxx will include the holding period for the shares
of Xxxxxxxx exchanged in the Merger.
4. Trustmark, Trustmark Bank and TIA will not recognize gain or loss as
a result of the Merger.
5. Xxxxxxxx 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 the Merger, or contemplated by the
Merger Agreement. This opinion is being furnished only to you in connection with
the Merger and solely for your benefit in connection therewith and may not be
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used or relied upon for any other purpose and may not be circulated, quoted or
otherwise referred to for any other purpose without our express written consent.
Very truly yours,
XXXXXXX, XXXXXXXX, XXXXXX & XXXXX, PLLC
Xxxxx X. Xxxxxx
