LETTERHEAD OF SHUTTS & BOWEN LLP] September , 2004First National Bankshares of Florida Inc • June 4th, 2004 • State commercial banks
Shutts & Bowen LLP has acted as special counsel to Southern Community Bancorp, a Florida corporation (“SCB”), in connection with the proposed merger (the “Merger”) of SCB with and into First National Bankshares of Florida, Inc., a Florida corporation (“FLB”), pursuant to the terms of, and as described in, that certain Agreement and Plan of Merger (the “Merger Agreement”) dated as of March 19, 2004, by and between FLB and SCB. At your request, in connection with the filing with the Securities and Exchange Commission of a registration statement on Form S-4 relating to the issuance of shares of common stock of FLB in the Merger (the “Registration Statement”), which includes the joint proxy statement-prospectus of FLB and SCB (the “Proxy Statement-Prospectus”), and pursuant to Section 9.1(f) of the Merger Agreement, Shutts & Bowen LLP is rendering its opinion concerning certain federal income tax consequences of the Merger. Unless otherwise indicated, all capitalized terms used in this opi
