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Exhibit 8.2
[Letterhead of]
CRAVATH, SWAINE & MOORE
[New York Office]
August 8, 2000
BANK ONE Capital II
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8.500% Preferred Securities
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Dear Ladies and Gentlemen:
We have acted as tax counsel for BANK ONE CORPORATION, a Delaware
corporation (the "Company"), BANK ONE Capital II, a Delaware business trust (the
"Trust"), and Salomon Smith Barney, Inc., Banc One Capital Markets, Inc.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co.
Incorporated, PaineWebber Incorporated, Prudential Securities Incorporated and
the several underwriters represented by the foregoing underwriters (the
"Underwriters") in connection with the Registration Statement filed on June 17,
1999 and amended by Amendment No. 1, dated July 6, 1999, the Prospectus dated
July 26, 2000, and the Prospectus Supplement dated August 1, 2000 (the "Offering
Documents"), for the purpose of selling 11,200,000 (including exercise of the
Underwriters' over-allotment option) 8.500% Preferred Securities (the "Preferred
Securities") of the Trust.
The Preferred Securities represent undivided beneficial interests in
the assets of the Trust. The Trust's assets will consist of up to $280,000,000
(including exercise of the Underwriters' over-allotment option) aggregate
principal amount of 8.500% Junior Subordinated Deferrable Interest Debentures
due August 15, 2030 (the "Subordinated Debentures") to be issued by the Company.
In connection with this opinion, we have examined the Offering
Documents, the Amended and Restated Declaration of Trust, the Certificate of
Trust, the form of the Preferred Securities and Common Securities and specimen
certificates thereof, the Preferred Securities Guarantee
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Agreement and the Common Securities Guarantee Agreement, the Fourth Supplemental
Indenture, the executed Underwriting Agreement and such other documents and
corporate records as we have deemed necessary or appropriate for purposes of our
opinion.
In our examination, we have assumed that (i) the statements concerning
the issuance of the Preferred Securities and Subordinated Debentures referred to
in the Offering Documents are true, correct and complete, (ii) the terms of the
documents listed in the preceding paragraph will be complied with, (iii) the
factual representations made to us by the Company in its letter to us dated as
of the date hereof and delivered to us for purposes of this opinion (the
"Representation Letter") are true, correct and complete and (iv) any factual
representations made in the Offering Documents or the Representation Letter "to
the best knowledge of" or similarly qualified are true, correct and complete
without such qualification. If any of the above described assumptions are
untrue for any reason or if the issuance of the Preferred Securities and
Subordinated Debentures is consummated in a manner that is inconsistent with the
manner in which it is described in the Offering Documents, our opinion as
expressed below may be adversely affected and may not be relied upon.
Based solely upon the foregoing, we are of the opinion that under
current United States federal income tax law:
(1) The Trust will be classified as a grantor trust and not as an
association subject to tax as a corporation. Accordingly, for United
States federal income tax purposes, each holder of Preferred
Securities will generally be considered the owner of an undivided
interest in the Subordinated Debentures.
(2) The Subordinated Debentures will be classified for United States
federal income tax purposes as indebtedness of the Company.
(3) Although the discussion set forth in the Prospectus Supplement under
the heading "United States Federal Income Taxation" does not purport
to discuss all possible United States federal income tax consequences
of the purchase, ownership, and disposition of Preferred Securities,
in our opinion such discussion constitutes, in all material respects,
a fair and accurate summary of the United States federal
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income tax consequences of the purchase, ownership, and disposition of
Preferred Securities under current law.
Our opinion is limited to the tax matters specifically covered hereby,
and we have not been asked to address, nor have we addressed, any other tax
consequences of the Sale or any other transactions. Our opinion is based upon
current statutory, regulatory and judicial authority, any of which may be
changed at any time with retroactive effect. We disclaim any undertaking to
advise you of any subsequent changes of the matters stated, represented or
assumed herein or any subsequent changes in applicable law, regulations or
interpretations thereof.
Very truly yours,
/s/ Cravath, Swaine & Moore
BANK ONE CORPORATION
1 BANK ONE PLAZA
CHICAGO, IL 60670
BANK ONE CAPITAL II
1 BANK ONE PLAZA
CHICAGO, ILLINOIS 60670
Salomon Smith Barney, Inc.
Banc One Capital Markets, Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Morgan Stanley & Co. Incorporated
PaineWebber Incorporated
Prudential Securities Incorporated
As representatives of the several Underwriters
c/o Salomon Smith Barney, Inc.
388 Greenwich Street
New York, NY 10013
