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EXHIBIT 8.1
November 22, 2000
Jefferson Savings Bancorp, Inc.
15435 Clayton Road
Ballwin, Missouri 63011
Attention: David V. McCay, Chairman
RE: MERGER OF JEFFERSON SAVINGS BANCORP, INC. INTO UNION PLANTERS
HOLDING CORPORATION
Dear Mr. McCay:
You have requested our opinion as to the United States federal income
tax consequences of the proposed merger (the "Merger") of Jefferson Savings
Bancorp, Inc. ("Jefferson") into Union Planters Holding Corporation ("UPHC")
solely in exchange for Union Planters Corporation ("UPC") Common Stock pursuant
to the Agreement and Plan of Reorganization, dated as of September 20, 2000 (the
"Agreement"), by and among Jefferson and UPC. All capitalized terms used but not
defined herein shall have the meanings provided for in the Agreement.
In issuing this opinion letter, we have relied upon (i) the factual
representations made by Jefferson and UPC in written statements dated November
21, 2000 and November 20, 2000, respectively (the "Representations"), (ii) the
Agreement, and (iii) the facts, information, and documentation set forth in the
Registration Statement on Form S-4 of UPC filed with the Securities and Exchange
Commission in connection with the Merger ("Registration Statement"). This
opinion only addresses the federal income tax consequences of the transaction
described herein and does not address the effect of any applicable foreign,
state, local or other tax laws. This opinion may not apply to certain Jefferson
stockholders including, without limitation, insurance companies, financial
institutions, tax-exempt organizations, dealers in stocks and securities,
foreign persons, persons who acquired shares of Jefferson Common Stock pursuant
to an exercise of employee stock options or stock purchase plan rights or
otherwise as compensation, and persons who hold their shares of Jefferson Common
Stock in a hedging transaction or as part of a straddle or conversion
transaction.
Based on our review of the Agreement, the Representations, and the
Registration Statement, and assuming that the transaction described therein is
completed as described, our opinion as to the United States federal income tax
consequences of the Merger is as follows:
1. The Merger will constitute a reorganization within the meaning
of Sections 368(a) of the Internal Revenue Code of 1986, as amended (the
"Code").
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Jefferson Savings Bancorp, Inc.
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2. No gain or loss will be recognized by holders of Jefferson
Common Stock who exchange all of their Jefferson Common Stock solely for UPC
Common Stock pursuant to the Merger (except with respect to cash received in
lieu of a fractional share interest in UPC Common Stock).
3. The tax basis of the UPC Common Stock received by holders of
Jefferson Common Stock who exchange all of their Jefferson Common Stock solely
for UPC Common Stock in the Merger will be the same, in each instance, as the
tax basis of the Jefferson Common Stock surrendered in exchange for the UPC
Common Stock (reduced by any amount allocable to a fractional share interest in
UPC Common Stock for which cash is received).
4. The holding period of UPC Common Stock received by holders who
exchange all of their Jefferson Common Stock solely for UPC Common Stock in the
Merger will include, in each instance, the period during which the Jefferson
Common Stock surrendered in exchange therefor was held, provided the Jefferson
Common Stock is held as a capital asset in the hands of the Jefferson
stockholder on the date of the Merger.
The opinion set forth in this letter is predicated upon our
understanding of the facts set forth in the Agreement, the Representations and
the Registration Statement. Any change in such facts may adversely affect our
opinion. Furthermore, our opinion is based upon our understanding of the
existing provisions of the Code, currently applicable regulations promulgated
under the Code, current published administrative positions of the Internal
Revenue Service such as revenue rulings and revenue procedures, and existing
judicial decisions, all of which are subject to change either prospectively or
retroactively. Any change in such authorities may adversely affect our opinion.
We assume no obligation to update our opinion to reflect any deletions or
additions to or modifications of any law applicable to the Merger. We express no
opinion with regard to the federal income tax consequences of the Merger not
addressed expressly by the above opinion. In addition, we express no opinion as
to any foreign, state or local tax consequences with respect to the Merger.
Finally, this opinion of counsel is not binding on the Internal Revenue Service
or the courts.
Each Jefferson stockholder should consult with a qualified tax advisor
for assurance as to the particular tax consequences of the Merger as to that
Jefferson stockholder, any applicable reporting requirements, and other tax
considerations not expressly addressed herein.
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Jefferson Savings Bancorp, Inc.
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We hereby consent to the filing of this letter with the SEC as an
exhibit to the Registration Statement and to all references made to this opinion
letter in the Registration Statement.
Very truly yours,
/s/ LEWIS, RICE & FINGERSH, L.C.
