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Exhibit 8.2
January 11, 2001
Firstar Corporation
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
Ladies and Gentlemen:
We have acted as special counsel to Firstar Corporation, a Wisconsin
corporation ("FIRSTAR"), in connection with the proposed merger (the "MERGER")
of Firstar with and into U.S. Bancorp, a Delaware corporation ("U.S. BANCORP"),
pursuant to the Agreement and Plan of Merger, dated as of October 3, 2000, by
and between Firstar and U.S. Bancorp (the "AGREEMENT"). At your request, and in
connection with the filing of the registration statement on Form S-4 filed with
the Securities and Exchange Commission in connection with the Merger (the
"REGISTRATION STATEMENT"), we are rendering our opinion concerning the material
federal income tax consequences of the Merger.
For purposes of the opinion set forth below, we have relied, with
the consent of Firstar and the consent of U.S. Bancorp, upon the accuracy and
completeness of the statements and representations (which statements and
representations we have neither investigated nor verified) contained,
respectively, in the certificates of the officers of Firstar and U.S. Bancorp
dated the date hereof, and have assumed that such statements and representations
will be complete and accurate as of the Effective Time and that all such
statements and representations made to the knowledge of any person or entity or
with similar qualification are and will be true and correct as if made without
such qualification. We have also relied upon the accuracy of the Registration
Statement and the joint proxy statement-prospectus (the "JOINT PROXY
STATEMENT-PROSPECTUS") contained therein, each as amended or supplemented
through the date hereof. Any capitalized term used and not defined herein has
the meaning given to it in the Agreement.
We have also assumed that: (i) the transactions contemplated by the
Agreement will be consummated in accordance therewith and as described in the
Joint Proxy Statement-Prospectus (and no transaction or condition described
therein and affecting this opinion will be waived by any party); (ii) the Merger
will qualify as a statutory merger under the applicable laws of the States of
Delaware and Wisconsin; and (iii) the Merger will be reported by Firstar and
U.S. Bancorp on their respective federal income tax returns in a manner
consistent with the opinion set forth below.
Based upon and subject to the foregoing, it is our opinion, under
currently applicable United States federal income tax law, that (i) the Merger
will constitute a reorganization within the meaning of Section 368(a) of the
Internal Revenue Code of 1986, as amended (the "CODE"), and Firstar and U.S.
Bancorp will each be a party to the reorganization within the meaning of Section
368(b) of the Code; (ii) neither Firstar nor U.S.
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Bancorp will recognize any gain or loss as a result of the Merger other than
mark-to-market gains and losses recognized upon the close of U.S. Bancorp's
taxable year; and (iii) no gain or loss will be recognized by Firstar
stockholders or U.S. Bancorp stockholders that exchange all of their Firstar
common stock or U.S. Bancorp common stock solely for common stock of the
combined company in the Merger (except with respect to cash received by U.S.
Bancorp stockholders instead of fractional share interests in common stock of
the combined company).
We hereby consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the Registration Statement, and to the
references therein to us. In giving such consent, we do not thereby admit that
we are in the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended.
This opinion relates solely to the material United States federal
income tax consequences of the Merger except as described below and no opinion
is expressed as to the tax consequences under any foreign, state or local tax
law or under any federal tax laws other than those pertaining to the income
tax. Further, no opinion is expressed with respect to the United States
federal income tax consequences to Firstar stockholders or U.S. Bancorp
stockholders subject to special treatment under United States federal income
tax law (including, for example, non-residents of the United States for
United States federal income tax purposes, financial institutions, dealers in
securities, traders in securities that elect to apply a mark-to-market method
of accounting, insurance companies, tax-exempt entities, holders that
acquired their Firstar common stock or U.S. Bancorp common stock through
exercise of an employee stock option or right or otherwise as compensation,
and holders that hold Firstar common stock or U.S. Bancorp common stock as
part of a hedge, straddle, constructive sale or conversion transaction).
We are furnishing this opinion to you solely in connection with the
filing of the Registration Statement and this opinion is not to be relied upon,
circulated, quoted or otherwise referred to for any other purpose.
Very truly yours,
/s/ Wachtell, Lipton, Rosen & Katz
