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EXHIBIT 8
ALSTON&BIRD LLP
601 Pennsylvania Avenue, N.W.
North Building, 11th Floor
Washington, DC 20004-2601
202-756-3300
Fax: 202-756-3333
www.alston.com
______________, 2000
Regions Financial Corporation
417 North 20th Street
Birmingham, Alabama 35203
East Coast Bank Corporation
Post Office Box 4318
Ormond Beach, Florida 32175-4318
Re: Merger Involving Regions Financial Corporation and East Coast
Bank Corporation
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 East Coast Bank Corporation, a
corporation organized and existing under the Laws of the State of Florida ("East
Coast"), pursuant to the Agreement and Plan of Merger dated as of April 21, 2000
(the "Agreement"), which sets forth the terms of the merger of East Coast 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 East Coast Common Stock issued and
outstanding at the Effective Time shall be converted into 1,750 shares of
Regions Common Stock. As a result, stockholders of East Coast shall become
stockholders of Regions, and each of the subsidiaries of East Coast 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>
One Atlantic Center 1211 East Morehead Street 3605 Glenwood Avenue, Suite 310
1201 West Peachtree Street P.O. Drawer 34009 P.O. Drawer 31107
Atlanta, Georgia 30309-3424 Charlotte, NC 28234-4009 Raleigh, NC 27622-1107
404-881-7000 704-331-6000 919-420-2200
Fax: 404-881-47774 Fax: 704-334-201 Fax: 919-881-3175
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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 East Coast, 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 East Coast, 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 East Coast 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 East Coast 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 East Coast
Common Stock upon the exchange in the Merger of all of their East Coast 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 East Coast Common Stock who exchange all of their East Coast
Common Stock solely for Regions Common Stock in the Merger will be the same as
the tax basis of the East Coast 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 East Coast Common Stock solely for Regions
Common Stock in the Merger will include the holding period of the East Coast
Common Stock surrendered in exchange therefor, provided that such East Coast
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 East Coast 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 East Coast Common
Stock in exchange for East Coast Common Stock pursuant to the exercise of
dissenters' rights, such cash will be treated as having been received in
redemption of such holder's East Coast 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 East Coast with special situations, including,
without limitation, shareholders who hold their East Coast Common Stock other
than as a capital asset, who received their East Coast Common Stock upon the
exercise of employee stock options or otherwise as compensation, who hold their
East Coast 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 East Coast and the shareholders of East Coast. 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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