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EXHIBIT 8
______________, 2000
Regions Financial Corporation
417 North 20th Street
Birmingham, Alabama 35203
First National Bancshares of Louisiana, Inc.
625 Murray Street
Alexandria, Louisiana 71301
Re: Merger Involving Regions Financial Corporation and First
National Bancshares of Louisiana, 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 First National Bancshares of
Louisiana, Inc., a corporation organized and existing under the Laws of the
State of Louisiana ("FNBL"), 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 FNBL 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 FNBL Common Stock issued and outstanding at
the Effective Time shall be converted into 0.7045 shares of Regions Common
Stock, subject to possible adjustment based on the price of Regions Common
Stock. As a result, stockholders of FNBL shall become stockholders of Regions,
and each of the subsidiaries of FNBL 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
First National Bancshares of Louisiana, 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 FNBL, 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 FNBL, 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 FNBL 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 FNBL 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 FNBL Common
Stock upon the exchange in the Merger of all of their FNBL 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 FNBL Common Stock who exchange all of their FNBL Common Stock
solely for Regions Common Stock in the Merger will be the same as the tax basis
of the FNBL 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 FNBL Common Stock solely for Regions Common
Stock in the Merger will include the holding period of the FNBL Common Stock
surrendered in exchange therefor, provided that such FNBL Common Stock is held
as a capital asset at the Effective Time.
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Regions Financial Corporation
First National Bancshares of Louisiana, Inc.
Page 3
(5) The payment of cash to holders of FNBL 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 FNBL Common Stock
in exchange for FNBL Common Stock pursuant to the exercise of dissenters'
rights, such cash will be treated as having been received in redemption of such
holder's FNBL 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 FNBL with special situations, including,
without limitation, shareholders who hold their FNBL Common Stock other than as
a capital asset, who received their FNBL Common Stock upon the exercise of
employee stock options or otherwise as compensation, who hold their FNBL 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 FNBL and the shareholders of FNBL. No other party or person is
entitled to rely on the opinions.
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Regions Financial Corporation
First National Bancshares of Louisiana, 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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