EXHIBIT 8
BAKER & DANIELS
300 North Meridian Street, Suite 2700
Indianapolis, Indiana 46204-1782
(317) 237-0300
FAX (317) 237-1000
www.bakerdaniels.com
November 27, 2000
Integra Bank Corporation
227 Main Street
P.O. Box 868
Evansville, Indiana 47705-0868
Webster Bancorp, Inc.
104 Main Street
Clay, Kentucky 42404
Ladies and Gentlemen:
This opinion is delivered to you in connection with the
Registration Statement on Form S-4 (the "Registration
Statement"), being filed by Integra Bank Corporation under the
Securities Act of 1933, as amended (the "Act").
We have examined the Registration Statement and such other
documents as we have deemed relevant and necessary as a basis for
this opinion. In addition, we have made such other and further
investigations as we have deemed appropriate.
Based on the foregoing, and subject to the qualifications
and limitations stated herein, we hereby advise you that in our
opinion the statements made in the Registration Statement under
the caption "The Merger-Certain Federal Income Tax Consequences",
insofar as they purport to constitute summaries of matters of
United States federal income tax law or legal conclusions with
respect thereto, constitute accurate summaries of the matters
described therein in all material respects.
The foregoing opinion is based on current provisions of the
Internal Revenue Code of 1986, as amended, the Treasury
Regulations promulgated thereunder, published pronouncements of
the Internal Revenue Service and other relevant authorities, all
of which are subject to change. No opinions are expressed
concerning any matters other than those specifically addressed
herein.
We hereby consent to the filing of this opinion as Exhibit 8
to the Registration Statement and to the references to us in the
proxy statement/prospectus which is a part of the Registration
Statement. In giving this consent, we do not admit that we come
within the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.
Yours very truly,
/s/ BAKER & DANIELS
