Exhibit 8.1
[Letterhead of Xxxxxxx Xxxxxxx & Xxxxxxxx]
September 23, 1998
Re: Agreement and Plan of Reorganization
dated as of June 30, 1998, as amended
and restated on September 17, 1998, by
and among Star Banc Corporation,
Firstar Corporation, Firstar (WI)
Corporation and Firstar Merger Corporation
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Firstar Corporation
Firstar Center
000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
Ladies and Gentlemen:
You have requested our opinion with respect to certain United States
federal income tax consequences of the proposed transaction in which Firstar
Merger Corporation ("Merger Sub"), a Wisconsin corporation and a
wholly-owned subsidiary of Firstar (WI) corporation ("Firstar (WI)"), will
merge with and into Firstar Corporation ("Firstar"), a Wisconsin Corporation,
pursuant to the First Step Merger (the "First Step Merger"), and thereafter,
Star Banc Corporation ("Star"), an Ohio corporation, will merge with and into
Firstar pursuant to the Second Step Merger (the "Second Step Merger" and,
together with the First Step Merger, the "Merger"). All capitalized terms
used but not defined herein have the meanings ascribed to them in the
Agreement and Plan of Reorganization, dated as of June 30, 1998, as amended
and restated on September 17, 1998, by and among Star,
Firstar Corporation September 23, 1998
Firstar, Firstar (WI), and Merger Sub (the "Merger Agreement"). This opinion
is being delivered as an exhibit to Firstar (WI)'s Registration Statement on
Form S-4 relating to the proposed Merger and to the Firstar (WI) Common Stock
to be issued to Firstar shareholders and Star shareholders in the First Step
Merger and Second Step Merger, respectively, pursuant to the Merger Agreement
(the "Registration Statement").
In acting as counsel to Firstar in connection with the Merger, we have,
in preparing our opinion, as hereinafter set forth, participated in the
preparation of the Merger Agreement and the preparation and filing with the
Securities and Exchange Commission of the Joint Proxy Statement/Prospectus
contained in the Registration Statement, dated September 23, 1998, to the
Registration Statement.
You have requested that we render the opinion set forth below. In
rendering such opinion, we have assumed with your consent that the Merger
will be effected in accordance with the Merger Agreement and that the
representations made by Firstar, Star, and Firstar (WI) in letters provided
to us and to Wachtell, Lipton, Xxxxx & Xxxx, counsel to Star, dated September
23, 1998 are true, correct and complete as of the date hereof and will be
true, correct and complete as of the Effective Time (as if made as of the
Effective Time). We have also assumed that the representations and warranties
contained in the Merger Agreement, and statements as to factual matters
contained in the Registration Statement, are true, correct and complete as of
the date hereof and will be true, correct and complete as of the Effective
Time, and that the parties have complied with and, if applicable, will
continue to comply with, the covenants contained in the Merger Agreement. We
have examined the documents referred to above and the
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Firstar Corporation September 23, 1998
originals, or copies certified or otherwise identified to our satisfaction,
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 administrative or judicial
interpretations of the law or regulations, the opinion expressed herein may
become inapplicable.
Subject to the foregoing and to the qualifications and limitations set
forth herein, and assuming that the Merger will be consummated in accordance
with the Merger Agreement (and exhibits thereto) and as described in the
Registration Statement, we are of the opinion that for United States federal
income tax purposes:
(i) each of the First Step Merger and the Second Step Merger will
constitute a reorganization under section 368(a) of the Code;
Firstar, Merger Sub and Firstar (WI) will each be a party to the
reorganization in respect of the First Step Merger; and Firstar,
Firstar (WI) and Star will each be a party to the reorganization
in respect of the Second Step Merger;
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Firstar Corporation September 23, 1998
(ii) no gain or loss will be recognized by Firstar, Firstar (WI) or
Merger Sub as a result of the First Step Merger or by Firstar,
Firstar (WI) or Star as a result of the Second Step Merger;
(iii) no gain or loss will be recognized by shareholders of Firstar who
exchange their Firstar Common Stock solely for Firstar (WI) Common
Stock pursuant to the First Step Merger (except with respect to
cash received in lieu of a fractional share interest in Firstar
(WI) Common Stock); and
(iv) no gain or loss will be recognized by the shareholders of Star who
exchange their Star Common Stock solely for Firstar (WI) Common
Stock pursuant to the Second Step Merger.
We express our opinion herein only as to those matters specifically set
forth above 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 New York, and we do not express any opinion herein concerning any
law other than the federal law of the United States. This opinion letter is
rendered to you in connection with the above described transaction. This
opinion letter may not be relied upon by you for any other purpose, or relied
upon by, or furnished to, any other person, firm or corporation without our
prior written consent. We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the use of our name under the
caption "The Merger--Material Federal Tax Consequences" in the Registration
Statement.
Very truly yours,
Xxxxxxx Xxxxxxx & Xxxxxxxx
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