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EXHIBIT 8
______________, 2000
Regions Financial Corporation
417 North 20th Street
Birmingham, Alabama 35203
Heritage Bancorp, Inc.
2414 Exposition Boulevard
Austin, Texas 78703
Re: Merger Involving Regions Financial Corporation and Heritage
Bancorp, Inc.
Ladies and Gentlemen:
We have served as special counsel to Regions Financial Corporation, a
corporation organized under the laws of the State of Delaware ("Regions"), in
connection with the reorganization of Regions and Heritage Bancorp, Inc., a
corporation organized under the laws of the State of Texas ("Heritage"),
pursuant to the Agreement and Plan of Merger dated as of April 4, 2000 (the
"Agreement"), which sets forth the terms of the merger of Heritage with and
into Regions (the "Merger"). In our capacity as special counsel to Regions, our
opinion has been requested with respect to certain of the federal income tax
consequences of the Merger.
Pursuant to the Merger, and as more fully described in the Agreement,
at the Effective Time, each share of Heritage Common Stock issued and
outstanding at the Effective Time shall be converted into 1.5 shares of Regions
Common Stock, subject to possible adjustment based on the price of Regions
Common Stock. As a result, stockholders of Heritage shall become stockholders of
Regions, and each of the subsidiaries of Heritage shall continue to conduct its
business and operations as a subsidiary of Regions. All terms used herein
without definition shall have the respective meanings specified in the
Agreement, and unless otherwise specified, all section references herein are to
the Internal Revenue Code of 1986, as amended (the "Code").
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<S> <C> <C>
1211 East Morehead Street 3605 Glenwood Avenue, Suite 310 601 Pennsylvania Avenue, N.W.
P. O. Drawer 34009 P. O. Drawer 31107 North Building, 11th Floor
Charlotte, NC 28234-4009 Raleigh, NC 27622-1107 Washington, DC 20004-2601
704-331-6000 919-420-2200 202-756-3300
Fax: 704-334-2014 Fax: 919-881-3175 Fax: 202-756-3333
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Regions Financial Corporation
Heritage Bancorp, Inc.
Page 2
In rendering the opinions expressed herein, we have examined such
documents as we deemed appropriate, including (i) the Agreement and (ii) the
Registration Statement on Form S-4 filed by Regions with the Securities and
Exchange Commission under the Securities Act of 1933, on ______________, 2000,
as amended, including the Proxy Statement/Prospectus constituting part thereof
(together the "Registration Statement"). In rendering the opinions expressed
herein, we have assumed with the consent of Regions and Heritage, that the
Agreement and the Registration Statement accurately and completely describe the
Merger and that the Merger will be consummated in accordance with the Agreement
and as described in the Registration Statement.
In rendering the opinions expressed herein, we have relied, with the
consent of Regions and Heritage, upon the accuracy and completeness of the
factual statements and factual representations (which factual statements and
factual representations we have neither investigated nor verified) contained in
the certificates of Regions and Heritage to us dated as of the date hereof
(together, the "Certificates"), which we have assumed are complete and accurate
as of the date hereof and will be complete and accurate as of the date on which
the Merger is consummated.
Based on the foregoing, we are of the opinion that, under presently
applicable federal income tax law:
(1) The Merger will constitute a reorganization within the meaning of
Section 368(a) of the Code, and Heritage and Regions will each be a party to
the reorganization within the meaning of Section 368(b) of the Code.
(2) No gain or loss will be recognized by holders of Heritage Common
Stock upon the exchange in the Merger of all of their Heritage Common Stock
solely for shares of Regions Common Stock (except with respect to any cash
received in lieu of a fractional share interest in Regions Common Stock).
(3) The aggregate tax basis of the Regions Common Stock received by
holders of Heritage Common Stock who exchange all of their Heritage Common
Stock solely for Regions Common Stock in the Merger will be the same as the tax
basis of the Heritage Common Stock surrendered in exchange therefor, less the
basis of any fractional share of Regions Common Stock settled by cash payment.
(4) The holding period of the Regions Common Stock received by holders
who exchange all of their Heritage Common Stock solely for Regions Common Stock
in the Merger will include the holding period of the Heritage Common Stock
surrendered in exchange therefor, provided that such Heritage Common Stock is
held as a capital asset at the Effective Time.
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Regions Financial Corporation
Heritage Bancorp, Inc.
Page 3
(5) The payment of cash to holders of Heritage Common Stock in lieu of
fractional share interests of Regions Common Stock will be treated for federal
income tax purposes as if the fractional shares were distributed as part of the
exchange and then were redeemed by Regions. These cash payments will be treated
as having been received as distributions in full payment in exchange for the
Regions Common Stock redeemed, as provided in Section 302(a) of the Code.
(6) Where solely cash is received by a holder of Heritage Common Stock
in exchange for Heritage Common Stock pursuant to the exercise of dissenters'
rights, such cash will be treated as having been received in redemption of such
holder's Heritage Common Stock, subject to the provisions and limitations of
Section 302 of the Code.
The opinions expressed herein are based upon existing statutory,
regulatory, and judicial authority, any of which may be changed at any time
with retroactive effect. The federal income tax consequences described herein
may not apply to certain shareholders of Heritage with special situations,
including, without limitation, shareholders who hold their Heritage Common
Stock other than as a capital asset, who received their Heritage Common Stock
upon the exercise of employee stock options or otherwise as compensation, who
hold their Heritage Common Stock as part of a "straddle" or "conversion
transaction" for federal income tax purposes, or are foreign persons, insurance
companies, or securities dealers.
In addition, our opinions are based solely on the documents that we
have examined, and the factual statements and factual representations set out in
the Certificates, which we have assumed were true on the date of the
Certificates, and are true on the date hereof. Our opinions cannot be relied
upon if any of the facts pertinent to the federal income tax treatment of the
Merger stated in such documents or any of the factual statements or factual
representations set out in the Certificates is, or later becomes, inaccurate.
Our opinions are limited to the tax matters specifically covered thereby, and we
have not been asked to address, nor have we addressed, any other tax
consequences of the Merger, including for example any issues related to
intercompany transactions, accounting methods, or changes in accounting methods
resulting from the Merger, or the consequences of the Merger under state, local
or foreign law. These opinions are provided solely for the benefit and use of
Regions and Heritage and the shareholders of Heritage. No other party or person
is entitled to rely on the opinions.
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Regions Financial Corporation
Heritage Bancorp, Inc.
Page 4
We hereby consent to the use of this opinion and to the references
made to Alston & Bird LLP in the Registration Statement under the captions
"Summary--Federal Income Tax Consequences of the Merger" and "The
Merger--Federal Income Tax Consequences of the Merger" and to the filing of
this opinion as an exhibit to the Registration Statement.
Very truly yours,
ALSTON & BIRD LLP
By:
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