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EXHIBIT 8.1
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[XXXXXX & BIRD LLP LETTERHEAD]
Xxxxxx X. Xxxx Direct Dial: 000-000-0000 E-mail: xxxxx@xxxxxx.xxx
May __, 1998
Union Planters Corporation
0000 Xxxxxxxx Xxxxx Xxxxxxx
Xxxxxxx, Xxxxxxxxx
Re: PROPOSED AGREEMENT AND PLAN OF MERGER INVOLVING UNION PLANTERS
CORPORATION, AND UNION PLANTERS HOLDING CORPORATION
Ladies and Gentlemen:
We have served as counsel to Union Planters Corporation ("UPC") in
connection with the proposed reorganization of UPC and Magna Group, Inc.
("Magna") pursuant to the Agreement and Plan of Merger dated as of February 22,
1998 (the "Agreement") which provides for the merger of Magna with and into
Union Planters Holding Corporation ("UPHC"), a wholly-owned, direct subsidiary
of UPC (the "Merger"). In our capacity as counsel to UPC, our opinion has been
requested with respect to certain of the federal income tax consequences of the
Merger.
In rendering this opinion, we have examined (i) the Internal Revenue
Code of 1986, as amended (the "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 assumptions as more fully described below. 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 Code.
INFORMATION RELIED UPON
In rendering the opinions expressed herein, we have examined such
documents as we have deemed appropriate, including:
(1) The Agreement;
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(2) The Registration Statement on Form S-4 filed by UPC with the
Securities and Exchange Commission under the Securities Act of 1933, on April 7,
1998, as amended, and the Joint Proxy Statement/Prospectus for the special
meeting of shareholders of UPC and the annual meeting of the shareholders of
Magna; and
(3) Such additional documents as we have considered relevant.
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 in accordance therewith and as
described in the Joint Proxy Statement/Prospectus, and that the Merger will
qualify as a statutory merger under the applicable laws of the State of Delaware
and the State of Tennessee.
We have also obtained such additional information and representations
as we have deemed relevant and necessary through consultation with various
officers and representatives of Magna and UPC and through certificates (the
"Certificates") provided by the management of Magna and the management of UPC
and attached hereto as Exhibits A and B.
You have advised us that the Boards of Directors of Magna and UPC
believe 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 Magna 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
Joint Proxy Statement/Prospectus under the heading "Description of the
Transaction--Certain 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.
2. No gain or loss will be recognized by holders of Magna Common Stock who
exchange all of their Magna Common Stock solely for UPC Common Stock pursuant to
the Merger (except with respect to any cash received in lieu of a fractional
share interest in UPC Common Stock).
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3. The tax basis of the UPC Common Stock received by holders of Magna
Common Stock who exchange all of their Magna Common Stock solely for UPC Common
Stock in the Merger will be the same as the tax basis of the Magna Common Stock
surrendered in exchange for the UPC Common Stock (reduced by an amount allocable
to a fractional share interest in UPC Common Stock for which cash is received).
4. The holding period of the UPC Common Stock received by holders who
exchange all of their Magna Common Stock solely for UPC Common Stock in the
Merger will be the same as the holding period of the Magna Common Stock
surrendered in exchange therefor, provided that such Magna Common Stock is held
as a capital asset at the Effective Time.
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 to UPC in connection with the
Merger. 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 Joint Proxy Statement/Prospectus constituting part of the
Registration Statement on Form S-4 of UPC.
Very truly yours,
XXXXXX & BIRD
By:
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Xxxxxx X. Xxxx
