EXHIBIT 8.1
Our File Number: 11221.00012
Writer's Direct Dial Number: 561-650-0642
Writer's E-Mail Address: [email protected]
Capital City Bank Group, Inc.
Attention: President
217 North Monroe Street
Tallahassee, Florida 33301
First Bankshares of West Point, Inc.
Attention: President
3rd Avenue and West 10th Street
West Point, Georgia 31833
Gentlemen:
We have served as counsel to Capital City Bank Group, Inc.
("Capital City"), a Florida corporation, in connection with the
contemplated merger of First Bankshares of West Point, Inc. ("First
Bankshares"), a Georgia corporation, into Capital City pursuant to an
Agreement and Plan of Merger dated September 25, 2000. This opinion
regarding the federal income tax consequences of the merger is required
by 9.1(g) of the Agreement.
Pursuant to the merger, each shareholder of First Bankshares will
receive 3.6419 shares of Capital City common stock and $ 17.7543 of
cash for each share of First Bankshares common stock surrendered in the
merger. Cash will be paid in lieu of fractional shares of Capital City
in order to avoid the expense attendant to issuance of fractional
shares. Subsequent to the merger, First Bankshares' wholly owned
subsidiary will be merged into a wholly owned subsidiary of Capital
City.
In rendering this opinion, we have examined only the Agreement and
Plan of Merger, and have assumed that the merger will be consummated in
accordance with its terms. Furthermore, we have relied upon factual
assumptions and representations made by officers of Capital City and
First Bankshares, without any independent verification.
Based solely upon the facts, assumptions and representations
referred to above, we are of the opinion that:
(i) the merger will constitute a "reorganization" within the
meaning of 368(a)(1)(A) of the Internal Revenue Code of 1986, as
amended (the "Code");1
(ii) neither Capital City nor First Bankshares will recognize
gain or loss by reason of the merger;2 and
(iii) gain (but not loss) will be recognized by First Bankshares
shareholders in the exchange of First Bankshares common stock for
Capital City common stock and cash in the merger, but not in excess of
the cash received.
* * * * *
We have expressed no opinion regarding the tax consequences of the
merger under the laws of any state, local or foreign jurisdiction.
Our opinion expressed herein is based upon the provisions of the
Code, Treasury regulations (both current and proposed) promulgated
thereunder, judicial decisions, revenue rulings and procedures, and
related authorities issued to, and in effect, on the date of this
letter. Furthermore, no assurance can be given that the Internal
Revenue Service or the courts will not alter their present view, either
prospectively or retroactively, or adopt new views in respect of the
law that forms the basis of our opinion. In that event, the opinion
expressed herein would necessarily have to be reevaluated in light of
any change in such views. We assume no obligation to advise you of any
change in any such provision or views which would affect our opinion
set forth herein.
Our opinion is based solely upon the Agreement and Plan of Merger
and the facts, assumptions and the representations referred to above
and we have not undertaken an independent investigation of any such
facts, assumptions or representations. We have assumed that the
Agreement and Plan of Merger completely and accurately describes the
merger, and that such facts, assumptions and representations will be
complete and accurate at the time of the merger. Our opinion would
require reevaluation in the event of any change in any pertinent fact,
assumption and representation.
Except as noted below, this opinion is solely for your benefit and
the benefit of Capital City, First Bankshares and their respective
shareholders and is not to be used, circulated, quoted or otherwise
referred to by any other person for any purpose without our express
written consent.
We hereby consent to the inclusion of this opinion letter as part
of the Registration Statement. In giving this consent, we do not
thereby admit that we come within the category of persons whose consent
is required under Section 7 of the Securities Act of 1933, as amended,
or the rules and regulations of the Securities and Exchange Commission
promulgated thereunder.
Very truly yours,
