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Exhibit 8
November 20, 2000
Provident Financial Group, Inc.
One East Fourth Street
Cincinnati, Ohio 45202
Provident Capital Trust III
One East Fourth Street
Cincinnati, Ohio 45202
RE: Issuance and Sale of Preferred
Securities by Provident Capital Trust III
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Ladies and Gentlemen:
We have acted as tax counsel ("Tax Counsel") to Provident Financial
Group, Inc., an Ohio corporation (the "Company"), and Provident Capital Trust
III, a statutory business trust created under the laws of the State of Delaware
(the "Trust") in connection with the preparation and filing by the Company and
the Trust with the Securities and Exchange Commission (the "Commission") of a
Registration Statement on Form S-3 (as amended, the "Registration Statement")
under the Securities Act of 1933, as amended, and with respect to (i) the
issuance of the Junior Subordinated Debentures (the "Subordinated Debentures")
by the Company pursuant to the Indenture (the "Indenture") between the Company
and The Chase Manhattan Bank, as trustee (in such capacity, the "Debenture
Trustee") in exchange for Preferred Securities and Common Securities (as defined
below) of Provident Capital Trust III; (ii) the issuance of the Trust Preferred
Securities (the "Preferred Securities") and Common Securities (the "Common
Securities" and together, the "Trust Securities") in exchange for the
Subordinated Debenture pursuant to the Amended and Restated Declaration of Trust
(the "Trust Agreement") among the Company, as sponsor, The Chase Manhattan Bank,
as Property Trustee, Chase Manhattan Bank USA, National Association, as Delaware
Trustee and the Regular Trustees named therein, in the form filed as an exhibit
to the Registration Statement; and (iii) the sale by the Company of the
Preferred Securities.
The Trust Securities are guaranteed by the Company with respect to the
payment of
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Provident Financial Group, Inc.
Provident Capital Trust III
November 20, 2000
Page 2
distributions and payments upon liquidation, redemption and otherwise pursuant
to, and to the extent set forth in, the Guarantee Agreement (the "Guarantee"),
between the Company and The Chase Manhattan Bank, as trustee (in such capacity,
the "Guarantee Trustee") for the benefit of the holders of the Trust Securities,
in the formed filed as an exhibit to the Registration Statement.
All capitalized terms used in this opinion letter and not otherwise
defined herein shall have the meaning ascribed to such terms in the Registration
Statement.
In delivering this opinion letter, we have reviewed and relied upon (i)
the Registration Statement; (ii) a form of the Indenture; (iii) a form of the
Subordinated Debenture; (iv) a form of the Trust Agreement; (v) a form of the
Guarantee; (vi) forms of the Trust Securities, in the case of each "form", as
such form was filed as an exhibit to the Registration Statement. We also have
examined and relied upon originals, or duplicates or certified or conformed
copies, of such records of the Company and the Trust and such other documents,
certificates and records as we have deemed necessary or appropriate as a basis
for the opinions set forth herein.
In our examination of such material, we have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us as originals
and the conformity to original documents of all copies of documents submitted to
us. In addition, we also have assumed that the transaction related to the
issuance of the Subordinated Debentures and the Trust Securities will be
consummated in accordance with the terms of the documents and forms of documents
described herein.
On the basis of the foregoing and assuming that the Trust was formed
and will be maintained in compliance with the terms of the Trust Agreement, we
hereby confirm (i) our opinions set forth in the Registration Statement under
the caption "United States Federal Income Tax Consequences" and (ii) that,
subject to the qualifications and limitations set forth herein and therein, the
statements set forth in the Registration Statement under such caption insofar as
they purport to constitute summaries of matters of United States federal income
tax laws and regulations or legal conclusions with respect thereto, constitute
accurate summaries of the matters described therein in all material respects.
We express no opinion with respect to the transactions referred to
herein or in the Registration Statement other than as expressly set forth
herein. Moreover, we note that there is no authority directly on point dealing
with securities such as the Preferred Securities or transactions of the type
described herein and that our opinion is not binding on the Internal Revenue
Service or the courts, either of which could take a contrary position.
Our opinion is based upon the Internal Revenue Code of 1986, as
amended, the Treasury Regulations promulgated thereunder and other relevant
authorities and law, all as in effect on the date hereof. Consequently, future
changes in the law may cause the tax treatment of the transactions referred to
herein to be materially different from that described above.
We are members of the Bar of the State of Ohio, and we do not express
any opinion
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Provident Financial Group, Inc.
Provident Capital Trust III
November 20, 2000
Page 3
herein concerning any law other than the federal law of the United States.
We hereby consent to the use of our name in the Registration Statement
under the caption "United States Federal Income Tax Consequences" and "Legal
Opinions."
Very truly yours,
KEATING, MUETHING & KLEKAMP, P.L.L.
BY:
Joseph P. Mellen
