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EXHIBIT 8
___________, 1997
Board of Directors
Trustmark Corporation
000 Xxxx Xxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxxxxx 00000
Board of Directors and Shareholders
First Corinth Corp.
National Bank of Commerce of Corinth
000 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxx 00000
Re: Merger Agreement by and among Trustmark Corporation, Trustmark
National Bank, First Corinth Corp. and National Bank of
Commerce of Corinth
Gentlemen:
We have acted as counsel to Trustmark Corporation, a Mississippi
corporation and registered bank holding company ("Trustmark") and its
subsidiary, Trustmark National Bank, a national banking association ("Trustmark
Bank"), in connection with the proposed merger (the "Merger") of First Corinth
Corp., a Mississippi corporation and registered bank holding company ("FCC")
with and into Trustmark and the proposed merger (the "Bank Merger") of National
Bank of Commerce of Corinth, a national banking association ("NBC"), with
Trustmark Bank under the existing charter of Trustmark Bank pursuant to the
terms of the Merger Agreement dated as of October 2, 1996 (the "Merger
Agreement"), by and among Trustmark, FCC, Trustmark Bank and NBC, each as
described in the Registration Statement on Form S-4 to be 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
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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, FCC and NBC, which are annexed hereto.
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 authorities as we have
considered relevant. The following opinion is based upon the foregoing
authorities as existing on the date of this opinion, any of which could be
changed at any time. Any such changes may be retroactive and could
significantly modify the statements and opinions expressed herein. Similarly,
any change in the facts and assumptions upon which this opinion is based could
modify the conclusions reached herein. In rendering this opinion we assume no
obligation to advise you of any such changes or to update this opinion as a
result of any such changes.
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.
This opinion represents our best judgment as to the probable outcome
of the tax issues discussed and is not binding on the Internal Revenue Service.
We can give no assurance that the Service will not challenge our conclusions
and prevail in the courts in such a manner as to cause adverse tax consequences
to Trustmark, Trustmark Bank, FCC, NBC or their respective shareholders.
Based upon and subject to the foregoing, we are of the opinion that
the Merger and the Bank Merger will, under current law, constitute tax-free
reorganizations under Section 368(a) of the Code. It is further our opinion
that Trustmark and FCC will each be a party to the Merger and that Trustmark
Bank and NBC will each be a party to the Bank Merger.
As tax-free reorganizations, the Mergers will have the following
Federal income tax consequences for FCC, NBC and their shareholders and
Trustmark and Trustmark Bank:
1. No gain or loss will be recognized by the holders of the
common stock of FCC and NBC as a result of the exchange of such shares for
shares of Trustmark common stock ("Trustmark Common
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Stock") pursuant to the Mergers. Xxxx received by any FCC or NBC shareholders
who perfect dissenters' rights of appraisal with respect to their FCC or NBC
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 FCC and NBC will equal the tax basis of such
shareholder's shares of FCC or NBC (reduced by any amount allocable to
fractional share interests for which cash is received) exchanged in the
Mergers, decreased by the amount of cash received by the shareholder and
increased by the amount which was treated as a dividend and the amount of any
gain recognized on the exchange and not treated as a dividend.
3. The holding period for the shares of Trustmark Common Stock
received by each shareholder of FCC and NBC will include the holding period for
the shares of FCC and NBC exchanged in the Mergers.
4. Trustmark and Trustmark Bank will not recognize gain or loss
as a result of the Mergers.
5. FCC and NBC will not recognize gain or loss as a result of the
Mergers.
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
Mergers, or of any transactions related to the Mergers, or contemplated by the
Merger Agreement. This opinion is being furnished only to you in connection
with the Mergers and solely for your benefit in connection therewith and may
not be 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
