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EXHIBIT 8.1
[GRAHAM & DUNN PC LETTERHEAD]
January 12, 2001
Glacier Bancorp, Inc.. Glacier Capital Trust I
49 Common Loop 49 Common Loop
Kalispell, Montana 59401 Kalispell, Montana 59401
RE: REGISTRATION STATEMENT ON FORM S-3 - $35,000,000 PREFERRED
SECURITIES OFFERING - OPINION AS TO CERTAIN FEDERAL INCOME TAX
MATTERS
Gentlemen:
We have acted as counsel for Glacier Bancorp, Inc., a Delaware
corporation ("Glacier"), and Glacier Capital Trust I ("Capital Trust"), a
statutory business trust created under the laws of Delaware, in connection with
the above-captioned Registration Statement on Form S-3, filed with the
Securities and Exchange Commission (the "Commission") on December 22, 2000,
under the Securities Act of 1933, as amended (the "Act") (the "Registration
Statement"), for the purpose of registering the preferred securities ("Preferred
Securities") to be issued by Capital Trust and with respect to the guarantee
subordinated debentures to be issued by Glacier to Capital Trust in connection
with such issuance of the Preferred Securities. Except as may be otherwise
indicated, all defined terms used herein shall have the meaning as described in
the Registration Statement.
In rendering this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the form of
Certificate of Trust of Glacier Capital Trust I; (ii) the form of Amended and
Restated Trust Agreement among Glacier Bancorp, Inc., as Depositor, Wilmington
Trust Company, as Property Trustee, Wilmington Trust Company, as Delaware
Trustee, and The Administrative Trustees Named Herein ("Amended and Restated
Trust Agreement"); (iii) the form of Common Securities Certificate of Glacier
Capital Trust I ("Common Securities Certificate"); (iv) the form of Trust
Preferred Securities Certificate of Glacier Capital Trust I ("Trust Preferred
Securities Certificate"); (v) the form of Guarantee Agreement By and Between
Glacier Bancorp, Inc. and Wilmington Trust Company ("Guarantee"); (vi) the form
of Subordinated Debenture ("Subordinated Debenture"); and (vii) the form of
Indenture Between Glacier Bancorp, Inc. and Wilmington Trust Company, as
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January 12, 2001
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Indenture Trustee ("Indenture"). We have also examined originals or copies,
certified or otherwise identified to our satisfaction, of such other documents,
certificates, and records as we have deemed necessary or appropriate for
purposes of rendering the opinions set forth herein.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, 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 copies. In making our examination of
documents executed by parties other than Glacier or Capital Trust, we have
assumed that such parties had the power, corporate or other, to enter into and
perform all obligations thereunder and have also assumed the due authorization
by all requisite action, corporate or other, and execution and delivery by such
parties of such documents and that such documents constitute valid and binding
obligations of such parties. In addition, we have assumed that the Amended and
Restated Trust Agreement, the Common Securities Certificates, Trust Preferred
Securities Certificates, the Guarantee, the Subordinated Debentures and the
Indenture, when executed, will be executed in substantially the form reviewed by
us and that the terms of the Subordinated Debentures when established in
conformity with the Indenture will not violate any applicable law. As to any
facts material to the opinions expressed herein which were not independently
established or verified, we have relied upon oral or written statements and
representations of officers, trustees, and other representatives of Glacier,
Capital Trust and others.
We hereby confirm that, although the discussion set forth under the
heading "FEDERAL INCOME TAX CONSEQUENCES" in the form of Prospectus for the
offering of the Preferred Securities filed as part of the Registration Statement
("Prospectus") does not purport to discuss all possible United States federal
income tax consequences of the purchase, ownership and disposition of Preferred
Securities, in our opinion, such discussion constitutes, in all material
respects, a fair and accurate summary of the United States federal income tax
consequences of the purchase, ownership and disposition of Preferred Securities,
based upon current law as they relate to holders described therein and that such
summary represents our opinion insofar as it relates to matters of law and legal
conclusions. It is possible that the Internal Revenue Service may take contrary
positions with regard to the purchase, ownership and disposition of the
Preferred Securities and that a court may agree with such contrary positions.
The opinions expressed in this letter are based on the Internal Revenue
Code of 1986, as amended, the Income Tax Regulations promulgated by the Treasury
Department thereunder and judicial authority reported as of the date hereof. We
have also considered the position of the Internal Revenue Service (the
"Service") reflected in published and private rulings. Although we are not aware
of any pending changes to these authorities that would alter our opinions, there
can be no assurances that future legislation or administrative changes, court
decisions or Service interpretations will not significantly modify the
statements or opinions expressed herein.
Our opinion is limited to those federal income tax issues specifically
considered herein and are addressed to and are only for the benefit of Glacier
and Capital Trust in connection
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January 12, 2001
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with the filing of the Registration Statement and, except as set forth below, is
not to be used, circulated, quoted or otherwise referred to for any other
purpose or relied upon by any other person for any purpose without our written
consent. We do not express any opinion as to any other United States federal
income tax issues or any state or local tax issues. Although the opinions herein
are based upon our best interpretation of existing sources of law and expresses
what we believe a court would properly conclude if presented with these issues,
no assurance can be given that such interpretations would be followed if they
were to become the subject of judicial or administrative proceedings.
We hereby consent to the use of our name under the captions "FEDERAL
INCOME TAX CONSEQUENCES" and "LEGAL MATTERS" in the Prospectus and the filing of
this opinion with the Commission as Exhibit 8.1 to the Registration Statement.
In giving this consent, we do not hereby concede that we are within the category
of persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission promulgated thereunder. This opinion is expressed
as of the date hereof and applies only to the disclosures set forth in the
Prospectus and Registration Statement. We disclaim any undertaking to advise you
of any subsequent changes of the facts stated or assumed herein or any
subsequent changes in applicable law.
Sincerely,
/S/ GRAHAM & DUNN PC
DFW/sah
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