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Exhibit 8
TAX OPINION OF BISCHOFF, KENNEY & NIEHAUS
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BISCHOFF, KENNEY & NIEHAUS
5630 N. Main Street
Sylvania, Ohio 43560
Telephone: (419) 882-0594
Fax: (419) 885-2042
September 15, 2000
Farmers National Banc Corp.
20 South Broad Street
Canfield, Ohio 44406
Security Financial Corp.
One South Main Street
Niles, Ohio 44446
Ladies and Gentlemen:
We have acted as counsel to Farmers National Banc Corp., an Ohio corporation
(the "Company") in connection with the proposed statutory merger (the "Merger")
of Security Financial Corp., a Delaware corporation ("Security"), with and into
the Company, pursuant to which the shareholders of Security will receive common
shares, without par value, of the Company ("Company Shares") subject to the
Agreement and Plan of Merger, dated as of May 26, 2000 between Security and the
Company (the "Merger Agreement"), in exchange for their outstanding shares of
the capital stock of Security ("Security Shares"). At your request, we are
rendering our opinion concerning certain federal income tax consequences of the
Merger. Terms not otherwise defined herein shall have the same meaning as when
used in the Merger Agreement.
In that connection, we have examined and relied upon originals, or copies
certified or otherwise identified to our satisfaction, of such records,
documents, and other instruments, and such other matters of fact and law, as we
have considered necessary or appropriate for the purposes of this opinion,
including an examination of: (i) the Merger Agreement and the other documents
and agreements referred to therein; and (ii) the Joint Proxy
Statement/Prospectus (the "Prospectus") relating to the Merger and included in
the Registration Statement of the Company on Form S-4 (the "Registration
Statement") filed by the Company with the Securities and Exchange Commission. In
our examination, we have assumed the legal capacity of all natural persons, the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals the conformity to the original documents of all documents submitted
to us as certified or photostatic copies, and the authenticity of the originals
of such latter documents.
For purposes of the opinion set forth below, we have assumed and are relying
upon the accuracy and completeness of the statements and representations (which
statements and representations we have neither investigated nor verified, and
upon which we are entitled to rely) contained, respectively, in certain
certificates of the officers of the Company and Security. We have also assumed
that the transactions contemplated by the Merger Agreement will be consummated
in accordance with the Merger Agreement, the Merger will constitute a statutory
merger pursuant to the applicable provisions of the laws of the States of Ohio
and Delaware, and the facts, statements, and other information contained in the
Prospectus relating to the Merger are true, correct, and complete in all
material respects.
The opinions set forth below are based upon, and the section numbers cited
herein refer to, the Internal Revenue Code of 1986, as amended (the "Code"), the
Treasury Regulations promulgated thereunder, the administrative interpretations
thereof and the judicial decisions with respect thereto, all as currently in
effect, and are further based upon the continued accuracy and completeness of
the documents, certifications, and representations referred to in the two
preceding paragraphs as of the Effective Time.
(1) The Merger of Security with and into the Company will
constitute a reorganization within the meaning of Section
368(a)(1)(A) of the Code.
(2) Each of Security and the Company will be a "party to a
reorganization" within the meaning of Section 368(b) of the
Code.
(3) The discussion contained in the Registration Statement under
the caption "Federal Income Tax Consequences" represents our
opinion as to the material federal income tax consequences of
the Merger.
We have given this opinion in connection with the transactions contemplated by
the Merger Agreement and such opinion is not to be relied upon for any other
purpose. This opinion may not be applicable to all shareholders, including,
without limitation, (1) a Security shareholder whose Security Shares are not
held as a capital asset; or (2) a Security shareholder who is subject to special
treatment under the code, including without limitation, an insurance company, a
dealer in securities, a financial institution, a tax-exempt investor, or
non-United States citizen. This opinion further assumes no shareholder acquired
Security Shares in contemplation of or to effectuate the Merger.
In addition to the assumptions and exclusions above, no opinion is expressed
herein concerning the effect of state, local and foreign tax laws. Furthermore,
no opinion is expressed herein about the tax treatment of the transactions under
other provisions of the Code or the Treasury Regulations issued thereunder or
about the tax treatment of any conditions existing at the time of, or effects
resulting from, the transactions that are not specifically addressed by the
foregoing opinion, including, without limitation, the capitalization or
deduction of payments or expenses relating to the Merger and the exchange of any
Security Shares in the Merger that were acquired by the holder pursuant to an
employee stock option or employee stock purchase plan or otherwise as
compensation.
You should be aware that this opinion represents our conclusions as to the
application of existing law and is based on the certifications and
representations given as of the date hereof. The statutory provisions,
regulations, interpretations, and other authorities upon which our opinion is
based are subject to change, and such changes could apply retroactively. A
material change in any of the authorities upon which our opinion is based
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could affect our conclusions herein. In addition, no advance ruling has been
obtained from the Internal Revenue Service ("Service") regarding the Merger. An
opinion of counsel represents counsel's best legal judgment, but has no binding
effect or official status of any kind. Accordingly, there can be no assurance
that the Service or Courts will not take positions contrary to the opinions
stated above.
We hereby consent to the use of this opinion as an exhibit to the Registration
Statement. This opinion is rendered for purposes of Item 21 of Form S-4 and Item
601 of Regulation S-K, may be relied upon by you and the Commission and may not
be used, quoted or referred to or filed for any other purpose or interest
without our prior written consent.
Very truly yours,
/s/ BISCHOFF, KENNEY & NIEHAUS
BISCHOFF, KENNEY & NIEHAUS
