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[LETTERHEAD OF VEDDER PRICE]
EXHIBIT 8.1
December 22, 2000
PrivateBancorp, Inc. PrivateBancorp Capital Trust I
Ten North Dearborn Ten North Dearborn
Chicago, IL 60602 Chicago, IL 60602
Re: Registration Statement on Form S-1
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Gentlemen:
We have acted as counsel for PrivateBancorp, Inc., a Delaware corporation
(the "Company") and PrivateBancorp Capital Trust I ("Capital Trust I"), a
statutory business trust created under the laws of Delaware, in connection with
the above-captioned Registration Statement on Form S-1, 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 Trust Preferred Securities to be
issued by Capital Trust I, and with respect to the Guarantee and the Junior
Subordinated Debentures to be issued by the Company to Capital Trust I in
connection with such issuance of the Trust Preferred Securities. All capitalized
terms not otherwise defined 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 Certificate of Trust of
Capital Trust I dated as of December 19, 2000; (ii) the form of Amended and
Restated Trust Agreement of Capital Trust I; (iii) the form of Preferred
Securities Certificate of Capital Trust I; (iv) the form of Preferred Securities
Guarantee Agreement for Capital Trust I; (v) the form of Junior Subordinated
Debenture; and (vi) the form of Indenture, in the form filed as an exhibit to
the Registration Statement. 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 the Company or Capital Trust I, we have
assumed that such parties
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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 of Capital Trust I, the Preferred Securities of Capital Trust I, the
Guarantee, the Junior Subordinated Debentures, and the Indenture when executed,
will be executed in substantially the form reviewed by us and that the terms of
the Junior 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 factual statements and factual representations of officers,
trustees, and other representatives of the Company and Capital Trust I, and
others.
We hereby confirm that, the statements contained under the heading
"MATERIAL FEDERAL INCOME TAX CONSEQUENCES" in the form of Prospectus for the
offering of the Preferred Securities filed as part of the Registration Statement
("Prospectus") insofar as such statements constitute matters of law or legal
conclusions, as qualified therein, are our opinion and such statements are true,
correct and complete in all material respects. Although such statements
constituting matters of law or legal conclusions do not purport to discuss all
possible United States federal income tax consequences of the purchase,
ownership and disposition of Preferred Securities, it is our opinion that such
statements are, 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. It is possible that contrary positions with regard
to the purchase, ownership and disposition of the Preferred Securities may be
taken by the Internal Revenue Service and that a court may agree with such
contrary positions.
Additionally, based upon the facts, assumptions and representations set
forth or referred to herein, and the accuracy of such facts, assumptions and
representations as of the date hereof, and assuming full compliance with the
terms of the Amended and Restated Trust Agreement of Capital Trust I and the
Indenture, it is our opinion that Capital Trust I will be classified for United
States federal income tax purposes as a grantor trust and not as an association
taxable as a corporation. Accordingly, each beneficial owner of Preferred
Securities will be treated as owning an undivided beneficial interest in the
Junior Subordinated Debentures.
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 authorities 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.
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Our opinion is being furnished in connection with the filing of the
Registration Statement and is limited to the federal income tax issues
specifically considered herein. It is not to be used, circulated, quoted or
otherwise referred to for any other 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 or foreign 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 caption "MATERIAL
FEDERAL INCOME TAX CONSEQUENCES" 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.
Very truly yours,
/s/ VEDDER, PRICE, KAUFMAN & KAMMHOLZ
