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EXHIBIT 8
[LETTERHEAD OF LOCKE LIDDELL & SAPP LLP]
October 20, 2000
Compass Bancshares, Inc.
15 South 20th Street
Birmingham, Alabama 35233
Gentlemen:
We have acted as counsel to Compass Bancshares, Inc., a Delaware
corporation ("Compass"), in connection with (i) the planned merger (the
"Merger") of Compass Acquisition, Inc., a Colorado corporation ("Compass
FirsTier") and a wholly-owned first-tier subsidiary of Compass, with and into
FirsTier Corporation, a Colorado corporation ("FirsTier"), pursuant to an
Agreement and Plan of Merger, dated as of August 23, 2000, as amended, by and
among Compass, Compass FirsTier and FirsTier (the "Merger Agreement"), pursuant
to which the shareholders of FirsTier will receive solely Compass Common Stock
in exchange for their FirsTier Common Stock, and (ii) the Registration Statement
on Form S-4 of Compass, to which this opinion letter is filed as an exhibit (the
"Registration Statement"). All capitalized terms, unless otherwise specified,
have the meaning assigned to them in the Merger Agreement.
For purposes of the opinion set forth below, we have reviewed and
relied upon the originals or certified, conformed or reproduction copies of, and
have relied upon the accuracy of, without independent verification, (i) the
Merger Agreement, (ii) the Proxy Statement/Prospectus included in the
Registration Statement (the "Proxy Statement/Prospectus") and (iii) such other
documents, records and instruments as we have deemed necessary or appropriate in
order to enable us to render our opinion. Our opinion is based and conditioned
upon certain statements and representations that will be made by Compass,
Compass FirsTier, FirsTier, certain shareholders of FirsTier, and others as
appropriate in connection with the Merger, which we will neither investigate nor
verify. We have assumed that all such statements and representations will be
true, correct, complete and not breached, and that no actions that are or would
be inconsistent with such statements and representations have been or will be
taken. We have also assumed that all representations made "to the knowledge of"
any person or entity will be true, correct and complete as if made without such
qualification.
In addition, we have assumed that (i) the Merger will be consummated in
accordance with and pursuant to the terms of the Merger Agreement (including
satisfaction of all covenants and conditions to the obligations of the parties
without amendment or waiver thereof), (ii) the Merger will qualify as a merger
under the applicable laws of the State of Colorado and (iii) the Merger
Agreement and all of the documents and instruments referred to therein are valid
and binding in accordance with their terms. Any inaccuracy in, or breach of, any
of the aforementioned statements, representations and assumptions could
adversely affect our opinion.
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Our opinion is based upon existing provisions of the Code, Treasury
Regulations promulgated or proposed thereunder, and interpretations thereof by
the Internal Revenue Service and the courts as in effect as of the date hereof,
all of which are subject to change with prospective or retroactive effect, and
our opinion could be adversely affected or rendered obsolete by any such change.
Based upon and subject to the foregoing as well as the limitations set
forth below, it is our opinion that the statements contained in numbered
paragraphs 1 through 5 of the section of the Proxy Statement/Prospectus entitled
"Merger with FirsTier -- Federal Income Tax Consequences", insofar as such
statements constitute legal conclusions or summaries of legal matters, are
accurate.
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. Furthermore, our opinion is based on current federal income
tax law and administrative practice, and we do not undertake to advise you as to
any changes after the Effective Time of the Merger in federal income tax law or
administrative practice that may affect our opinion.
This opinion is for use in connection with the Registration Statement.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the captions "Merger
with FirsTier -- Federal Income Tax Consequences" and "Merger with FirsTier --
Other Terms and Conditions", in the Registration Statement and the Proxy
Statement/Prospectus which is a part thereof. In giving this consent, we do not
thereby admit that we are within the category of persons whose consent is
required under Section 7 of the Securities Act and the rules and regulations
thereunder.
Very truly yours,
LOCKE LIDDELL & SAPP LLP
By: /s/ Robert M. Rutledge
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Robert M. Rutledge
