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EXHIBIT 8
OPINION OF DAVIS & KUELTHAU, S.C. REGARDING CERTAIN
FEDERAL INCOME TAX MATTERS.
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EXHIBIT 8
October 31, 2000
Merchants and Manufacturers Bancorporation, Inc.
14100 West National Avenue
New Berlin, Wisconsin 53151
CBOC, Inc.
500 Cherry Avenue
Oconto Falls, Wisconsin 54154
Gentlemen:
You have requested our opinion with respect to certain federal income
tax consequences in connection with the Agreement and Plan of Merger ("Merger")
by and among Merchants and Manufacturers Bancorporation, Inc. ("Merchants"), a
Wisconsin corporation, Merchants Merger Corp. ("Merger Corp."), a Wisconsin
corporation and a wholly owned subsidiary of Merchants, and CBOC, Inc. ("CBOC"),
a Wisconsin corporation. Pursuant to the Merger, and as described in the
Securities and Exchange Commission Form S-4 Registration Statement, CBOC will
merge with and into Merger Corp. The shareholders of CBOC will become
shareholders of Merchants, receiving from 4.701 to 5.746 shares of common stock
for each common share of CBOC. No fractional shares of Merchants will be issued,
and in lieu thereof, a cash payment shall be made.
In rendering our opinion, we have relied upon (1) certain factual
matters and representations set forth in the Agreement and Plan of Merger dated
August 1, 2000, as amended on October 25, 2000 (2) the Securities and Exchange
Commission Form S-4 Registration Statement, and (3) including the following
representations: (i) The fair market value of the Merchants stock and other
consideration received by each CBOC shareholder will be approximately equal to
the fair market value of the CBOC stock surrendered in the exchange. (ii)
Following the transaction, Merger Corp. will not issue additional shares of its
stock that would result in Merchants losing control of Merger Corp. within the
meaning of Section 368(c)(1). (iii) Merchants has no plan or intention to
reacquire any of its stock issued in the transaction. (iv) Merchants has no plan
or intention to liquidate Merger Corp.; to merge Merger Corp. with and into
another corporation; to sell or otherwise dispose of the stock of Merger Corp.;
or to cause Merger Corp. to sell or otherwise dispose of any of the assets of
CBOC acquired in the transaction, except for the dispositions made in the
ordinary course of business or transfers described in Section 368(a)(2)(C) of
the Internal Revenue Code. (v) The liabilities of CBOC assumed by Merger Corp.
and the liabilities to which the
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October 27, 2000
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transferred assets of CBOC are subject were incurred in the ordinary course of
business. (vi) Following the transaction, Merger Corp. will continue the
historic business of CBOC or use a significant portion of CBOC's business assets
in a business.
Subject to the foregoing and to the conditions and limitations set
forth below, it is our opinion for federal income tax purposes that:
1. Provided that the merger of CBOC with and into Merger Corp.
qualifies as a statutory merger under applicable state law,
the Merger will constitute a reorganization within the meaning
of Sections 368(a)(1(A) and 368(a)(2)(D) of the Code.
2. Merchants, Merger Corp. and CBOC each will be a "party to a
reorganization" within the meaning of section 368(b) of the
Code.
3. No gain or loss will be recognized by Merchants or Merger
Corp. or CBOC, as a result of the Merger.
4. No gain or loss will be recognized by those CBOC shareholders
who receive solely Merchants common stock in exchange for
their CBOC common stock, except with respect to cash received
in lieu of fractional shares of Merchants common Stock..
5. The basis of the Merchants common stock received by a CBOC
shareholder will be the same as the basis of the CBOC common
stock exchanged.
6. The holding period of the Merchants common stock received by a
CBOC shareholder will include the holding period of the CBOC
stock that was exchanged, provided that such CBOC stock is a
capital asset in the hands of the shareholder on the date of
exchange.
7. The receipt by a CBOC shareholder of cash in lieu of a
fractional share of Merchants common stock will be treated
under Section 302(b)(1) of the Code as payment in exchange for
the fractional share.
Our opinion is based on our interpretation of the currently applicable
sections of the Internal Revenue Code of 1986, as amended (the "Code"), Treasury
Regulations, rulings of the Internal Revenue Service and existing court
decisions any of which could be changed at any time. Any such changes may be
retroactive and could modify the statements and opinions expressed herein.
Similarly, any change in the facts and assumptions stated above, upon which this
opinion is based, could modify our conclusions.
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October 27, 2000
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This opinion represents our best judgment as to the probable outcome of
the tax issues discussed and is not binding on the Internal Revenue Service.
However, no assurance can be given that such interpretations would be followed
if they became the subject of judicial or administrative proceedings. Our
opinion is limited to those federal tax issues specifically considered herein.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement relating to the Merger and to the use of our name under
the captions "The Merger - Certain Material Federal Income Tax Consequences" and
"Legal Opinions" in the Proxy Statement/Prospectus contained in such
Registration Statement. In giving such consent, we do not thereby concede that
we are 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 thereunder.
Sincerely,
DAVIS & KUELTHAU, S.C.
/reb
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