EXHIBIT (8.1)
SULLIVAN & CROMWELL
TELEPHONE: 1-212-558-4000
FACSIMILE: 1-212-558-3588
WWW.SULLCROM.COM 125 Broad Street
New York, NY 10004-2498
__________
LOS ANGELES . PALO ALTO . WASHINGTON, D.C.
FRANKFURT . LONDON . PARIS
BEIJING . HONG KONG . TOKYO
MELBOURNE
January 5, 2001
Wachovia Corporation,
100 North Main Street,
Winston-Salem, North Carolina 27150.
Ladies and Gentlemen:
We have acted as counsel to Wachovia Corporation, a North Carolina
corporation ("Wachovia"), in connection with the planned merger of Republic
Security Financial Corporation, a Florida corporation ("Republic"), with and
into a direct, wholly owned subsidiary of Wachovia to be organized under the
laws of the State of North Carolina ("Newco"), pursuant to the Agreement and
Plan of Merger, dated as of October 29, 2000, by and between Wachovia and
Republic as described in the combined proxy statement of Republic and prospectus
of Wachovia dated January 10, 2001 (the "Proxy Statement/Prospectus") which is
part of the registration statement on Form S-4, dated January 10, 2001 (the
"Registration Statement") to which this opinion is attached as an exhibit.
It is our opinion that the discussion set forth under the heading "THE
MERGER - Material United States Federal Income Tax Consequences" in the Proxy
Statement/Prospectus accurately describes our opinion regarding the
qualification of the Merger as a reorganization and is a fair and accurate
summary of the matters therein discussed, subject to the limitations therein
contained.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference
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to us under the heading "THE MERGER - Material United States Federal Income Tax
Consequences" in the Proxy Statement/Prospectus. In giving such consent, we do
not admit that we are in the category of persons whose consent is required under
Section 7 of the Securities Act of 1933.
Very truly yours,
Sullivan & Cromwell
