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EXHIBIT 8.2
[OPINION OF GRAY CARY WARE & FREIDENRICH LLP]
August 15, 2000
Scripps Financial Corporation
5787 Chesapeake Court
San Diego, CA 92123
Ladies and Gentlemen:
We have acted as counsel to Scripps Financial Corporation, a California
corporation ("Scripps"), in connection with the transactions described in the
Agreement and Plan of Merger dated as of June 27, 2000, as amended (the "Merger
Agreement"), by and between U.S. Bancorp, a Delaware corporation ("Acquirer"),
and Scripps. Capitalized terms not otherwise defined herein shall have the same
meanings as set forth in the Merger Agreement.
U.S. Bancorp is filing with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), a registration
statement on Form S-4 (the "Registration Statement") with respect to the common
stock of U.S. Bancorp to be issued to the Scripps shareholders in the Merger in
exchange for their common stock of Scripps (the "Scripps common stock").
If the Merger is consummated on the terms and subject to the conditions set
forth in the Merger Agreement, then (i) Scripps will merge with and into U.S.
Bancorp with U.S. Bancorp being the surviving corporation, and (ii) the holders
of shares of Scripps common stock will be entitled to receive for each share of
Scripps common stock held by them, other than cash in lieu of a fractional share
or shares as to which dissenters rights have been perfected under applicable
law, the number of shares of Scripps common stock as determined pursuant to the
Exchange Ratio.
This opinion is being rendered pursuant to the requirements of Item 21(a) of
Form S-4 under the Securities Act. In connection with this opinion, we have
examined, and are familiar with: (i) the Merger Agreement (including all
exhibits and schedules attached thereto), (ii) the Registration Statement and
the Proxy Statement/Prospectus which is contained in and made part of the
Registration Statement (the "Proxy Statement/Prospectus"), and (iii) such other
presently existing documents, records and matters of law as we have deemed
appropriate in order to enable us to render this opinion.
In rendering this opinion, we have assumed the following (without any
independent investigation or review thereof):
1. The legal capacity of all natural persons, the authenticity
of original documents submitted to us, the conformity to original
documents of all documents submitted to us as copies and the
authenticity of the originals of such copies, the genuineness of all
signatures and the due execution and delivery of all documents;
2. The truth and accuracy at all relevant times of the
representations, warranties and statements of fact made or to be made
by U.S. Bancorp, Scripps and their respective management, employees,
officers, directors and shareholders in connection with the Merger,
including, but not limited to, those set forth in the Merger Agreement;
3. The due execution and delivery on or before the Effective
Time of the tax certificates to be received from both U.S. Bancorp and
Scripps;
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4. The Merger will be consummated in accordance with the
Merger Agreement without any waiver or breach of any material provision
thereof, and the Merger will be effective under applicable state law;
5. The Merger will be reported by U.S. Bancorp and Scripps on
their respective federal income tax returns in a manner consistent with
treatment of the Merger as a "reorganization" within the meaning of
Section 368(a) of the Code; and
6. An opinion of Dorsey & Whitney LLP, counsel to U.S.
Bancorp, substantially identical in substance to this opinion, has been
delivered and not withdrawn.
Based upon and subject to (i) the Merger being consummated in the manner
described in the Merger Agreement, (ii) the accuracy of the Registration
Statement and Proxy Statement/Prospectus and the facts concerning the Merger
that have come to our attention during our engagement, and (iii) certain
representations made or to be made by U.S. Bancorp and Scripps pursuant to the
Merger Agreement or in connection with the issuance of our opinion, we are of
the opinion that the discussion in the Proxy Statement/Prospectus included as
part of the Registration Statement under the caption "The Merger -- Material
Federal Income Tax Consequences" (the "Tax Section") is a fair and accurate
summary of the matters addressed therein, based upon current law and the facts
and assumptions stated or referred to therein. Because this opinion is being
delivered prior to the Effective Time of the Merger, it must be considered
prospective and dependent upon future events. There can be no assurance that
changes in the law will not take place which could affect the United States
federal income tax consequences of the Merger or that contrary positions may not
be taken by the Internal Revenue Service.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the references to our firm name in
the Tax Section. By giving this consent, we do not admit that we come within the
category of persons whose consent is required under Section 7 of the Securities
Act or the rules and regulations of the Securities and Exchange Commission
promulgated thereunder (the "Rules"), nor do we hereby admit that we are experts
with respect to any part of the Registration Statement within the Securities Act
or the Rules.
No opinion is expressed as to any federal income tax consequence of the Merger
or the other transactions contemplated by the Merger Agreement except as
specifically set forth herein. This opinion may not be relied upon except with
respect to the consequences specifically discussed herein. By rendering this
opinion, we undertake no responsibility to update this opinion after the date
hereof for any reason, including but not limited to, any new or changed facts or
law which come to our attention after the date hereof. This opinion is being
delivered to you solely in connection with the Proxy Statement/Prospectus and is
intended solely for the benefit of Scripps.
This opinion may not be relied upon or utilized for any other purpose or by any
other person or entity without our prior written consent.
Very truly yours,
/s/ Gray Cary Ware & Freidenrich LLP
GRAY CARY WARE & FREIDENRICH LLP
