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EXHIBIT 8.2
December 13, 2000
Imperial Bancorp,
9920 South La Cienega Boulevard,
Inglewood, California 90301.
Ladies and Gentlemen:
We have acted as tax counsel to Imperial Bancorp, a California
corporation ("Imperial"), in connection with the planned merger of Imperial with
and into Comerica Holdings Incorporated, a Delaware corporation ("Merger Sub"),
a wholly owned subsidiary of Comerica Incorporated, a Delaware corporation
("Comerica"), pursuant to the Agreement and Plan of Merger (the "Agreement"),
dated as of October 31, 2000, by and among Imperial, Comerica and Merger Sub. We
render this opinion to you in connection with the registration of the Comerica
Common Stock to be issued in connection with the Merger. Unless otherwise
defined herein, capitalized terms are used herein as defined in the Agreement.
For purposes of this opinion, we have reviewed the Agreement, the
Proxy Statement/Prospectus of Imperial and Comerica included in the related
Registration Statement on Form S-4 filed by Comerica as of the date hereof with
the Securities and Exchange Commission (the "Registration Statement"), the
letters of representation from Imperial and from Comerica to us and Wachtell,
Lipton, Rosen & Katz, special counsel to Comerica, both dated as of the date
hereof (the "Representation Letters"), and such other documents and matters of
law and fact as we have considered
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Imperial Bancorp
necessary or appropriate, and we have assumed, with your consent, the following:
(i) the Merger will be effected in the manner set forth in the
Agreement and the Registration Statement;
(ii) any and all obligations imposed by the Agreement will be
performed or satisfied in accordance with its terms; and
(iii) the representations contained in the Agreement and the
Representation Letters will be true, correct and complete at the
Effective Time, and any facts represented therein to obtain to the
best of the representing party's knowledge, or similarly qualified,
are actually true, correct and complete.
On the basis of the foregoing, and our consideration of such
other matters of fact and law as we have deemed necessary or appropriate, it is
our opinion that under presently applicable United States federal income tax
law:
(i) the Merger will constitute a reorganization within the
meaning of Section 368(a) of the Code;
(ii) each of Imperial, Comerica and Merger Sub will be a party to
the reorganization within the meaning of Section 368(b) of the Code;
(iii) neither Imperial nor Comerica nor Merger Sub will recognize
gain or loss as a result of the Merger other than mark-to-market gains
and losses recognized upon the close of Imperial's taxable year; and
(iv) shareholders of Imperial Common Stock who exchange all of
their Imperial Common Stock solely for Comerica Common Stock pursuant
to the Merger will recognize no gain or loss for United States federal
income tax purposes, except with
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Imperial Bancorp
respect to cash received in lieu of a fractional share interest in
Comerica Common Stock.
This opinion is limited to and based upon the federal income tax
laws of the United States as in effect as of the date hereof, which laws may be
subject to change, possibly with a retroactive effect, and does not purport to
discuss the consequences or effectiveness of the Merger under any other laws.
We hereby consent to the reference to us in the Registration
Statement and the filing of this opinion as an exhibit to the Registration
Statement. This consent may not be construed as an admission by us that we are
in the category of persons whose consent is required under Section 7 of the
Securities Act.
Very truly yours,
/s/ Sullivan & Cromwell
