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EXHIBIT 8.1
December 13, 2000
Century Bancshares, Inc.
1275 Pennsylvania Avenue, N.W.
Washington, D.C. 20004
Re: Registration Statement on Form S-4
Gentlemen:
We are acting as counsel to Century Bancshares, Inc. ("Century"), a Delaware
corporation, in connection with the proposed merger (the "Merger") of GrandBanc,
Inc. ("GrandBanc"), a Maryland corporation, with and into CBI Holdings
Corporation, a Maryland corporation and a wholly-owned subsidiary of Century
("Merger Sub"), pursuant to the Agreement and Plan of Merger, dated as of
October 11, 2000, by and among Century, GrandBanc and Merger Sub (the "Merger
Agreement"). You have requested our opinion concerning certain United States
federal income tax consequences of the Merger and the accuracy of the discussion
contained under the caption "Federal Income Tax Consequences of the Merger" in
the Joint Proxy Statement/Prospectus (the "Prospectus"), which is included in
the Registration Statement on Form S-4 (the "Registration Statement"), filed
with the Securities and Exchange Commission (the "Commission").
In rendering our opinion, we have examined and relied upon the accuracy and
completeness of the facts, information, representations, and covenants contained
in originals or copies, certified or otherwise identified to our satisfaction,
of the Merger Agreement, the Prospectus and all exhibits thereto, the
Registration Statement and such other documents as we have deemed necessary or
appropriate as a basis for the opinion set forth below. In our examination of
these documents and in our reliance upon them in issuing this opinion, we have
assumed, with your consent, the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as certified or photostatic copies, and the authenticity of the originals of
such documents. We have assumed that each executed document constitutes the
legal, valid, binding and enforceable agreement of the signatory parties; that
all representations and statements set forth in such documents are and will
remain true, accurate and complete in all material respects; that all of the
transactions related to the Merger will be consummated in accordance with the
terms of such documents; and that all obligations imposed on, or covenants
agreed to by, the parties pursuant to any of such documents have been or will be
performed or satisfied in accordance with their terms in all material respects.
We have further assumed that the Merger will be consummated pursuant to the
terms and conditions set forth in the Merger Agreement without the waiver or
modification of any such terms and conditions and that the Merger qualifies as a
statutory merger under applicable state law. We have not attempted to verify
independently any representations and have assumed that all representations
contained in the documents are, and at the time the Merger becomes effective
will be, true, accurate and complete in all material respects. We have further
assumed that you have disclosed to us all of the documents that are relevant to
the transactions that are the subject of this opinion.
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In rendering our opinion, we have considered the applicable provisions of the
Internal Revenue Code of 1986, as amended (the "Code"), Treasury regulations
promulgated thereunder, pertinent judicial authorities, interpretive rulings of
the Internal Revenue Service, and such other authorities as we have considered
relevant all of which are potentially subject to change, possibly with
retroactive effect. A change in any of the authorities upon which our opinion is
based could affect our conclusions.
Based on and subject to the foregoing, although the discussion set forth in the
Registration Statement under the caption "Federal Income Tax Consequences of the
Merger" does not purport to discuss all of the anticipated United States federal
income tax consequences of the Merger, it is our opinion that such discussion
constitutes in all material respects a fair and accurate summary of the
anticipated United States federal income tax consequences of the Merger under
existing law.
Except as set forth above, we express no opinion to any party as to any tax
consequences, whether federal, state, local or foreign, of any transactions or
events contemplated by or referred to in the Merger Agreement or the
Registration Statement. This opinion is expressed as of the date hereof, unless
otherwise expressly stated, and we disclaim any undertaking to advise you of any
subsequent changes of the facts stated, referenced, or assumed herein or any
subsequent changes in applicable law.
This opinion is being provided in connection with the filing of the Registration
Statement. We acknowledge that you will rely on this opinion in providing
disclosure to the GrandBanc shareholders of the material United States federal
income tax consequences of the Merger. In addition, we consent to the use of our
name in the Prospectus under the heading "Federal Income Tax Consequences of the
Merger" and to the filing of this opinion with the Commission as an exhibit to
the Registration Statement. In giving this consent, we do not thereby admit 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
Commission promulgated thereunder. Except as set forth above, this opinion is
not to be used, circulated, quoted or otherwise referred to for any purpose
without our prior written consent.
Very truly yours,
/s/ BRACEWELL & PATTERSON, L.L.P.
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Bracewell & Patterson, L.L.P.
