EXHIBIT 8.2
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HAHN, McCLURG, WATSON, GRIFFITH & BUSH, P.A.
ATTORNEYS AT LAW
JAMES P. HAHN* P.O. BOX 38
E. V. McCLURG C.V. McCLURG BLDG.
STEPHEN C. WATSON* 101 S. FLORIDA AVENUE
JOHN R. GRIFFITH* LAKELAND, FLORIDA, 33802-0038
PHILIP H. BUSH (863) 688-7747
JAMES M. CRAIG, II FAX (863) 683-4582
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J. TOM WATSON
(1919-1996)
* BOARD CERTIFIED REAL ESTATE LAWYER
October 16, 2000
Board of Directors
FloridaFirst Bank
FloridaFirst Bancorp
FloridaFirst Bancorp MHC
205 East Orange Street
Lakeland, Florida 33801-4611
Dear Board Members:
You have asked us to give certain limited opinions as to the Florida
income tax consequences of FloridaFirst Bank (the "Bank"), FloridaFirst Bancorp
(the "Mid-Tier"), FloridaFirst Bancorp MHC ("MHC"), FloridaFirst Bancorp, Inc.
(the "Holding Company"), and the Bank's depositors of the proposed
mutual-to-stock conversion and reorganization (the "Conversion and
Reorganization") under which the MHC will convert from the mutual holding
company form to the stock form. In addition, the MHC will simultaneously
reorganize its corporate structure to the holding company structure as described
in the Plan of Conversion and Reorganization of FloridaFirst Bancorp MHC and
Plans of Merger between FloridaFirst Bancorp MHC, FloridaFirst Bancorp and
FloridaFirst Bank, as adopted on July 21, 2000 (the "Plan"). With respect to
this opinion, the capitalized terms used but not defined herein shall have the
same meanings as set forth in the Plan.
You have previously received an opinion of Malizia Spidi & Fisch, PC
regarding certain federal income tax consequences of the Conversion and
Reorganization (the "Federal Tax Opinion"). Based upon the facts stated in the
Federal Tax Opinion, including certain representations of the Bank, the MHC, the
Mid-Tier, and the Holding Company, the Federal Tax Opinion concludes, among
other things, that certain transactions contemplated by the Conversion and
Reorganization qualify as tax-free reorganizations under ss.368(a)(1)(F) of the
Internal Revenue Code of 1986, as amended (the "Code"), and that the Bank, the
MHC, the Mid-Tier, the Holding Company, and the members of the MHC will not
recognize income, gain, or loss for federal income tax purposes upon the
implementation of the Plan.
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Board of Directors
October 16, 2000
Page 2
This opinion is based upon our understanding that the State of Florida
has not specifically adopted provisions similar to those of ss.368 of the Code
and that since the terms used in the Florida Income Tax Code generally have the
same meaning as when used in the Code, the result to the parties to the exchange
should be the same for Florida state tax purposes as if Florida had specifically
adopted said ss.368.
Our opinion is based upon (1) the facts and circumstances attendant to
the Conversion and Reorganization, including the representations of the Bank,
the MHC, the Mid-Tier, and the Holding Company, as described in the Federal Tax
Opinion, (2) current provisions of Florida law, as reflected in Florida
statutes, administrative regulations and rulings thereunder, and court
decisions, (3) the Federal Tax Opinion, and (4) the assumption that the
Conversion and Reorganization will not result in the recognition of any gain or
income on the books of the Bank, the Mid-Tier, the Holding Company or the MHC
under generally accepted accounting principles.
It is our opinion that for purposes of the Florida corporate income
tax, the implementation of the Conversion and Reorganization will not cause any
adverse income tax liability to be incurred by the Bank, the MHC, the Mid-Tier,
the members of the MHC, the Holding Company, or the public stockholders of the
Mid-Tier. We exempt from our opinion, however, the income tax consequences of
any cash received by public shareholders who are paid cash in lieu of fractional
shares.
This opinion is limited to the effect of the income tax laws of the
State of Florida and to the specific conclusions set forth above, and no other
opinions are expressed or implied. Changes to the law or its interpretation that
we have relied upon may be applied retroactively and may affect the opinion
expressed herein. In rendering our opinion, we are relying upon the relevant
provisions of the Code, the laws of the State of Florida, as amended, the
regulations and rules thereunder and judicial and administrative interpretations
thereof, which are all subject to change or modification by subsequent
legislative, regulatory, administrative, or judicial decisions. Any such change
could also have an effect on the validity of our opinion. We undertake no
responsibility to update or supplement our opinion. Our opinion is not binding
on the Internal Revenue Service or the State of Florida, nor can any assurance
be given that any of the foregoing
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Board of Directors
October 16, 2000
Page 3
parties will not take a contrary position or that our opinion will be upheld if
challenged by such parties.
This opinion is given solely for the benefit of the parties to the
Plan, the members of the MHC, and the shareholders of the Mid-Tier and may not
be relied upon by any other person or entity or referred to in any document
without our express written consent.
Finally, we hereby consent to the filing of this opinion as an exhibit
to the Application for Conversion on Form AC ("Form AC") of the MHC filed with
the Office of Thrift Supervision, the filing of this opinion as an exhibit to
the Application H-(e)(1)S of the Holding Company to be filed with the Office of
Thrift Supervision, and the filing of this opinion as an exhibit to the Holding
Company's Registration Statement on Form S-1 ("Form S-1") to be filed with the
Securities and Exchange Commission, and to reference to our firm in the
prospectus contained in the Form AC and Form S-1.
Sincerely,
Hahn, McClurg, Watson, Griffith & Bush, P.A.
By: /s/James P. Hahn
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James P. Hahn, President
