<PAGE> 1
EXHIBIT 8.1
December 13, 2000
Comerica Incorporated
Comerica Tower at Detroit Center
500 Woodward Avenue, MC 3391
Detroit, Michigan 48226
Ladies and Gentlemen:
We have acted as special counsel to Comerica Incorporated, a
Delaware corporation ("Comerica"), in connection with the proposed merger (the
"Merger") of Imperial Bancorp, a California corporation ("Imperial"), with and
into Comerica Holdings Incorporated, a Delaware corporation and a wholly-owned
subsidiary of Comerica ("Merger Sub"), pursuant to the Agreement and Plan of
Merger, dated as of October 31, 2000, by and among Imperial, Comerica and Merger
Sub (the "Agreement"). At your request, and in connection with the filing of the
registration statement on Form S-4 filed with the Securities and Exchange
Commission in connection with the Merger (the "Registration Statement"), we are
rendering our opinion concerning certain federal income tax consequences of the
Merger.
For purposes of the opinion set forth below, we have relied,
with the consent of Comerica and the consent of Imperial, upon the accuracy and
completeness of the statements and representations (which statements and
representations we have neither investigated nor verified) contained,
respectively, in the certificates of the officers of Comerica and Imperial dated
the date hereof, and have assumed that such statements and representations will
be complete and accurate as of the Effective Time and that all such statements
and representations made to the knowledge of any person or entity or with
similar qualification are and will be true and correct as if made without such
qualification. We have also relied upon the accuracy of the Registration
Statement and the proxy statement-prospectus (the "Proxy Statement-Prospectus")
contained therein, each as amended or supplemented through the date hereof. Any
capitalized term used and not defined herein has the meaning given to it in the
Agreement.
We have also assumed that: (i) the transactions contemplated
by the Agreement will be consummated in accordance therewith and as described in
the Proxy Statement-Prospectus (and no transaction or condition described
therein and affecting this opinion will be waived by any party); (ii) the Merger
will qualify as a statutory merger under the applicable laws of the States of
Delaware and California; and (iii) the Merger will be reported by Comerica,
Merger Sub and Imperial on their respective federal income tax returns in a
manner consistent with the opinion set forth below.
<PAGE> 2
Based upon and subject to the foregoing, it is our opinion,
under currently applicable United States federal income tax law, that: (i) the
Merger will constitute a reorganization within the meaning of Section 368(a) of
the Code, and Imperial, Comerica and Merger Sub will each be a party to the
reorganization within the meaning of Section 368(b) of the Code; (ii) no gain or
loss will be recognized by Imperial, Comerica or Merger Sub as a result of the
Merger other than mark-to-market gains and losses recognized upon the close of
the Imperial's taxable year; and (iii) no gain or loss will be recognized by
shareholders who exchange all of their Imperial common stock solely for shares
of Comerica common stock pursuant to the Merger (except with respect to cash
received in lieu of a fractional share interest in Comerica common stock).
We hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to the Registration Statement,
and to the references therein to us. In giving such consent, we do not thereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended.
This opinion relates solely to certain United States federal
income tax consequences of the Merger and no opinion is expressed as to the tax
consequences under any foreign, state or local tax law or under any federal tax
laws other than those pertaining to the income tax. Further, no opinion is
expressed with respect to the United States federal income tax consequences to
Imperial stockholders subject to special treatment under United States federal
income tax law (including, for example, non-residents of the United States for
United States federal income tax purposes, financial institutions, dealers in
securities, traders in securities that elect to apply a mark-to-market method of
accounting, insurance companies, tax-exempt entities, holders that acquired
their Imperial common stock through exercise of an employee stock option or
right or otherwise as compensation, and holders that hold Imperial common stock
as part of a hedge, straddle, constructive sale or conversion transaction).
We are furnishing this opinion to you solely in connection
with the filing of the Registration Statement and this opinion is not to be
relied upon, circulated, quoted or otherwise referred to for any other purpose.
Very truly yours,
/s/ Wachtell, Lipton, Rosen & Katz
