EXHIBIT 8.1
WITHERSPOON, KELLEY, XXXXXXXXX & XXXXX
A PROFESSIONAL SERVICE CORPORATION
ATTORNEYS & COUNSELORS
(LETTERHEAD)
September 27, 2006
Sterling Financial Corporation
North 000 Xxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxx 00000
RE: AGREEMENT AND PLAN OF MERGER DATED AS OF JUNE 4, 2006, BY AND BETWEEN
STERLING FINANCIAL CORPORATION AND FIRSTBANK NW CORP.
Ladies and Gentlemen:
We have acted as counsel to Sterling Financial Corporation ("Sterling"), a
Washington corporation, in connection with the proposed merger (the "Merger") of
FirstBank NW Corp. ("FirstBank"), a Washington corporation, with and into
Sterling. Upon consummation of the Merger, Xxxxxxxx shall be the surviving
corporation. The Merger will be consummated pursuant to the Agreement and Plan
of Merger, dated as of June 4, 2006, between Sterling and FirstBank (the "Merger
Agreement"). For purposes of this opinion, capitalized terms used and not
otherwise defined herein shall have the meaning ascribed thereto in the Merger
Agreement. At your request, this opinion is being delivered in connection with
Xxxxxxxx's registration statement on Form S-4 relating to the proposed Merger
(the "Registration Statement") to which this opinion appears as an exhibit.
You have requested that we render the opinion set forth below. In rendering such
opinion, we have assumed with your consent that (i) the Merger will be effected
in accordance with the Merger Agreement; (ii) the Merger will qualify as a
statutory merger under the applicable laws of the state of Washington; (iii) the
statements concerning the Merger set forth in the Merger Agreement and the
Registration Statement are true, complete and correct as of the date hereof and
at the Effective Time; (iv) the representations made by Xxxxxxxx and FirstBank
in the Merger Agreement and in their respective letters delivered to us for
purposes of this opinion (the "Representation Letters") are true, complete and
correct as of the date hereof and at the Effective Time; and (v) any
representations made in the Merger Agreement or in the Representation Letters
"to the best knowledge of" or similarly qualified are true, correct and complete
without such qualification. We have also assumed that the parties have complied
with and, if applicable, will continue to comply with, the covenants contained
in the Merger Agreement.
Sterling Financial Corporation
September 27, 2006
Page 2
We have examined the documents referred to above and the originals, or
duplicates or certified or conformed copies, of such records, documents,
certificates or other instruments and made such other inquiries as in our
judgment are necessary or appropriate to enable us to render the opinion set
forth below. We have not, however, undertaken any independent investigation of
any factual matter set forth in any of the foregoing.
If the Merger is effected on a factual basis different from that contemplated in
the Merger Agreement and the Registration Statement the opinion expressed herein
may be inapplicable. Our opinion is based on the Internal Revenue Code of 1986,
as amended (the "Code"), Treasury Regulations, administrative interpretations,
and judicial precedents as of the date hereof. If there is any subsequent change
in the applicable law or regulations, or if there are subsequently any new
applicable administrative or judicial interpretations of the law or regulations,
the opinion expressed herein may become inapplicable.
Subject to the foregoing and the qualifications and limitations set forth
herein, and assuming the Merger will be consummated in accordance with the
Merger Agreement (and exhibits thereto), the Washington Business Corporation
Act, and as described in the Registration Statement, we are of the opinion that
for United States federal income tax purposes:
(i) The Merger will constitute a reorganization within the meaning of
Section 368(a) of the Code:
(ii) Sterling and FirstBank will each be a party to the reorganization
within the meaning of Section 368(b) of the Code;
(iii) No gain or loss will be recognized by Xxxxxxxx or FirstBank as a
result of the Merger;
(iv) No gain or loss will be recognized by FirstBank shareholders who
receive shares of Sterling Common Stock in exchange for all of their FirstBank
Common Stock, except with respect to consideration received that does not
constitute stock of Sterling, including any cash received whether in lieu of
fractional shares or otherwise; and
(v) The aggregate tax basis of the Sterling Common Stock received by
FirstBank shareholders who exchange all of their FirstBank Common Stock solely
for Sterling Common Stock pursuant to the Merger will be the same as the
aggregate tax basis of the FirstBank Common Stock exchanged therefore (reduced
by any amount allocable to a fractional share interest for which cash is
received).
Sterling Financial Corporation
September 27, 2006
Page 3
Shareholders who receive Sterling common stock as a result of the Merger will be
required to retain records pertaining to the Merger and each shareholder will be
required to file a statement setting forth certain facts relating to the Merger
with his/her federal income tax return for the year in which the Merger takes
place.
We express our opinion herein only as to those matters specifically set forth
herein and no opinion should be inferred as to the tax consequences of the
Merger under any state, local or foreign law, or with respect to other areas of
United States federal taxation. We are members of the Bar of the State of
Washington, and we do not express any opinion herein concerning any law other
than the federal income tax laws of the United States.
THIS DISCUSSION DOES NOT ADDRESS TAX CONSEQUENCES THAT MAY VARY WITH, OR ARE
CONTINGENT ON, INDIVIDUAL CIRCUMSTANCES. MOREOVER, IT DOES NOT ADDRESS ANY TAX
CONSEQUENCES TO SHAREHOLDERS THAT MAY ARISE FROM THE RECEIPT OF CASH
CONSIDERATION WITH RESPECT TO THE MERGER OTHER THAN RECEIPT OF CASH IN LIEU OF
FRACTIONAL SHARES.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to our firm name therein.
Very truly yours,
XXXXXXXXXXX, XXXXXX, XXXXXXXXX
& XXXXX, X.X.
