<PAGE> 1
EXHIBIT 8.1
<TABLE>
<S> <C>
JENNINGS, STROUSS & SALMON, P.L.C.
Attorneys at Law
One Renaissance Square
Two North Central Avenue, Suite 1600 RAND HADDOCK
Phoenix, Arizona 85004-2393 Direct Line: 602.262.5806
Telephone: 602.262.5911 Direct Fax: 602.495.2627
Facsimile: 602.253.3255 [email protected]
www.jsslaw.com
</TABLE>
December 13, 2000
First Capital Bank of Arizona
2700 North Central Avenue
Phoenix, Arizona 85004
Colorado Business Bankshares, Inc.
821 17th Street
Denver, Colorado 80202
FCBA Acquisition Corporation
c/o Colorado Business Bankshares, Inc.
821 17th Street
Denver, Colorado 80202
Re: Agreement and Plan of Merger by
and among Colorado Business Bankshares, Inc.,
FCBA Acquisition Corporation and
First Capital Bank of Arizona
Ladies and Gentlemen:
We have acted as special counsel to First Capital Bank of Arizona, an
Arizona corporation and an Arizona state-chartered bank ("Target"), in
connection with the proposed merger (the "Merger") of FCBA Acquisition
Corporation, an Arizona corporation ("Sub") and a wholly-owned subsidiary of
Colorado Business Bankshares, Inc., a Colorado corporation and a financial
holding company ("Parent") with and into the Target, pursuant to the terms of
the Amended and Restated Agreement and Plan of Merger dated as of November 28,
2000 (the "Merger Agreement") by and among Parent, Target and Sub as described
in the Registration Statement on Form S-4 to be filed by Parent with the
Securities and Exchange Commission today (the "Registration Statement"). This
opinion is being rendered pursuant to your request. All capitalized terms,
unless otherwise specified, have the meaning 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
<PAGE> 2
December 13, 2000
Page 2
Registration Statement and (iii) such other documents as we have deemed
necessary or appropriate in order to enable us to render the opinion 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 opinion set forth below, we have
relied upon certain written representations and covenants of Parent and Target
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"), Treasury
Regulations, pertinent judicial authorities, interpretive rulings of the
Internal Revenue Service and such other authorities as we have considered
relevant.
Based upon and subject to the foregoing, we are of the opinion that:
1. The Merger will, under current law, constitute a tax-free
reorganization under Section 368(a) of the Code.
2. Each of Parent, Target and Sub will be a party to that
reorganization within the meaning of Section 368(b) of the Code.
3. No gain or loss will be recognized by holders of common stock, par
value $5.00 per share of Target ("Target Common Stock") as a result of the
exchange of such shares for shares of Parent common stock, par value $.01 per
share ("Parent Common Stock") pursuant to the Merger, except that gain or loss
will be recognized on the receipt of cash, if any, received in lieu of
fractional shares and cash received by shareholders exercising dissenters'
rights under Chapter 13 of the Arizona Business Corporation Act. Any cash
received by a shareholder of Target in lieu of a fractional share or in the
exercise of dissenters' rights will be treated as received in exchange for such
fractional share or dissenting shares and not as a dividend, and any gain or
loss recognized as a result of the receipt of such cash will be capital gain or
loss equal to the difference between the cash received and the portion of the
shareholder's basis in Target Common Stock allocable to such fractional share
interest or the shareholder's basis in the dissenting shares, as the case may
be.
4. The tax basis of the shares of Parent Common Stock received by each
shareholder of Target will equal the tax basis of such shareholder's shares of
Target Common Stock (reduced by any amount allocable to fractional share
interests for which cash is received) exchanged in the Merger.
5. The holding period for the shares of Parent Common Stock received by
each shareholder of Target will include the holding period for the shares of
Target Common Stock of such shareholder exchanged in the Merger as long as his
Target Common Stock is held as a capital asset.
<PAGE> 3
December 13, 2000
Page 3
6. Parent will not recognize gain or loss as a result of the Merger.
7. Target will not recognize gain or loss as a result of the Merger.
8. The assumption of the director and employee stock options for the
purchase of Target Common Stock as set forth in the Merger Agreement will not
result in any income or gain to the holders of such options.
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
Merger or of any transactions related to the Merger or contemplated by the
Merger Agreement. This opinion is being furnished only to you in connection with
the Merger 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.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to us under the captions "Federal
Income Tax Consequences of the Merger" and "Legal Matters" in the prospectus
contained in the Registration Statement. In giving this consent, we do not admit
that we are in the category of persons whose consent is required under Section 7
of the Securities Act of 1933, as amended.
Very truly yours,
/s/ Jennings, Strouss & Salmon, P.L.C.
JENNINGS, STROUSS & SALMON, P.L.C.
