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EXHIBIT 8.1
[XXXXXX & BIRD LLP LETTERHEAD]
June 29, 1998
Union Planters Corporation
0000 Xxxxxxxx Xxxxx Xxxxxxx
Xxxxxxx, Xxxxxxxxx 00000
Transflorida Bank
0000 Xxxx Xxxxxxxx Xxxx Xxxx
Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Re: Proposed Agreement and Plan of Reorganization involving
Union Planters Corporation, Union Planters Bank, National
Association, Union Planters Holding Corporation, and
Transflorida Bank.
Ladies and Gentlemen:
We have served as counsel to Union Planters Corporation
("UPC") in connection with the proposed reorganization of UPC, Union Planters
Bank, National Association ("UPBNA"), Union Planters Holding Corporation
("UPHC") and Transflorida Bank ("Transflorida") pursuant to an Agreement and
Plan of Reorganization, as amended ("Agreement"), which provides for the merger
("Merger") of Transflorida into UPBNA. In our capacity as counsel to UPC, our
opinion has been requested with respect to certain of the federal income tax
consequences of the proposed transaction.
In rendering this opinion, we have examined (i) the Internal
Revenue Code of 1986, as amended ("Code") and Treasury regulations, (ii) the
legislative history of applicable sections of the Code, and (iii) appropriate
Internal Revenue Service and court decisional authority. In addition, we have
relied upon certain information made known to us as more fully described below.
All capitalized terms used herein without definition shall have the respective
meanings specified in the Registration Statement (defined below), and, unless
otherwise specified, all section references herein are to the Code.
INFORMATION RELIED UPON
In rendering the opinions expressed herein, we have examined
such documents as we have deemed appropriate, including:
(1) The Agreement; and
(2) The Registration Statement on Form S-4 filed by UPC
with the Securities and Exchange Commission under the Securities Act of 1933, on
June 26, 1998, including the Proxy Statement/Prospectus for the special meeting
of shareholders of Transflorida ("Registration Statement").
In our examination of the documents, we have assumed with your
consent that all documents submitted to us as photocopies faithfully reproduce
the originals thereof, that such originals are authentic, that all such
documents have been or will be duly executed to the extent required, that all
statements set forth in such documents are accurate, that the transactions
contemplated by the Agreement will be consummated
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in accordance therewith and as described in the Registration Statement.
We have also obtained such additional information and
representations as we have deemed relevant and necessary through consultation
with various officers and representatives of Transflorida and UPC and through
certificates (the "Certificates") provided by the management of Transflorida
and the management of UPC and attached hereto as Exhibits A and B.
You have advised us that the Transflorida Board believes that,
among other things, the Merger will result in a company with expanded
opportunities for profitable growth and that the combined resources and capital
of Transflorida and UPC will provide an enhanced ability to compete in the
changing and competitive financial services industry.
OPINIONS
Based on the representations contained in the Certificates, the
foregoing assumptions and subject to the assumptions and qualifications set
forth in the Registration Statement under the heading "Description of
Transaction--Certain Federal Income Tax Consequences of the Merger," we are of
the opinion that under presently applicable federal income tax law:
(1) For federal income tax purposes, the proposed
transaction will be viewed as an acquisition by UPHC of substantially all of the
assets of Transflorida solely in exchange for UPC Common Stock and the
assumption of all of the liabilities of Transflorida followed by the transfer of
the assets and all of the liabilities acquired from Transflorida to UPBNA.
(2) The acquisition by UPHC of substantially all of the
assets of Transflorida in exchange solely for shares of UPC Common Stock and the
assumption by UPHC of Transflorida's liabilities will constitute a
reorganization within the meaning of section 368(a)(1)(C) of the Code. For
purposes of this opinion, "substantially all" means at least 90 percent (90%) of
the fair market value of the net assets and at least seventy percent (70%) of
the fair market value of the gross assets of Transflorida held immediately prior
to the proposed transaction. Pursuant to section 368(a)(2)(C), the
reorganization will not be disqualified under section 368(a)(1)(C) by reason of
the fact that the assets of Transflorida which were acquired by UPHC are
transferred to UPBNA, such transfer to be accomplished by the merger of
Transflorida into UPBNA as provided in the Agreement.
(3) No gain or loss will be recognized to the
shareholders of Transflorida upon the receipt of UPC Common Stock solely in
exchange for all of their shares of Transflorida Common Stock (except with
respect to any cash received in lieu of a fractional share interest of UPC
Common Stock).
(4) The aggregate tax basis of the UPC Common Stock to be
received by the Transflorida shareholders who exchange all of their Transflorida
Common Stock solely for UPC Common Stock in the Merger will be the same as the
aggregate tax basis of the Transflorida Common Stock surrendered in exchange
therefor, less the basis of any fractional share of UPC Common Stock settled by
cash payment.
(5) The holding period of the UPC Common Stock to be
received by the Transflorida shareholders who exchange all of their
Transflorida Common Stock solely for UPC Common Stock in the Merger will
include the period during which the Transflorida Common Stock surrendered in
the exchange therefor was held, provided such Transflorida Common Stock is held
as a capital asset on the date of the exchange.
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(6) The payment of cash in lieu of fractional share
interests of UPC Common Stock will be treated as if the fractional shares were
distributed as part of the exchange and then redeemed by UPC. These cash
payments will be treated as having been received as distributions in exchange
for the shares of UPC Common Stock redeemed subject to the provisions and
limitations of section 302(a).
(7) Where cash is received by a shareholder of
Transflorida who exercises dissenters' rights, the cash will be treated as
having been received by such shareholder as a distribution in redemption of such
holder's Transflorida Common Stock subject to the provisions and limitations of
section 302. Any such Transflorida shareholders who, after the distribution,
own no UPC Capital Stock directly or through the application of section 318(a)
shall be treated as having a complete termination of interest within the meaning
of section 302(b)(3), and the cash will be treated as a distribution in full
payment in exchange for such Transflorida Common Stock as provided in section
302(a).
(8) No gain or loss will be recognized to Transflorida
upon the transfer of substantially all of its assets to UPHC solely in exchange
for UPC Common Stock and the assumption by UPHC of the liabilities of
Transflorida.
(9) No gain or loss will be recognized to UPC or UPHC
upon the acquisition by UPHC of substantially all of the assets of Transflorida
in exchange for shares of UPC Common Stock and the assumption by UPHC of the
liabilities of Transflorida.
(10) No gain or loss will be recognized to UPHC upon the
transfer of all of Transflorida's assets to UPBNA in constructive exchange for
UPBNA stock and the assumption by UPBNA of the Transflorida liabilities which
were assumed by UPHC.
(11) No gain or loss will be recognized to UPBNA upon the
receipt of assets of Transflorida from UPHC in constructive exchange for UPBNA
stock.
CONCLUSION
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, the additional information that we have
obtained, and the statements 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 in
such additional information is, or later becomes, inaccurate, or if any of the
statements set out in the Certificates are, or later become, inaccurate.
Finally, 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.
This opinion is being provided solely for the use of UPC,
UPBNA, UPHC, Transflorida, and the shareholders of Transflorida. No other person
or party shall be entitled to rely on this opinion.
We hereby consent to the use of this opinion and to the
references made to the firm under the captions "Summary--The Merger",
"Description of the Transaction--Certain Federal Income Tax Consequences of the
Merger" and "Opinions" in the Proxy Statement/Prospectus constituting part of
the Registration Statement on Form S-4 of UPC.
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Very truly yours,
XXXXXX & BIRD LLP
By: /s/ XXXXXX X. XXXX
--------------------------------
Xxxxxx X. Xxxx, Partner
