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EXHIBIT 8
FORM
OPINION OF BRADLEY ARANT ROSE & WHITE LLP
AS TO CERTAIN TAX MATTERS
, 2000
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First Bank Holding Company
1997 Capital Circle
Tallahassee, FL 32312
RE: AGREEMENT AND PLAN OF MERGER BY AND BETWEEN SOUTHTRUST
OF ALABAMA, INC. AND FIRST BANK HOLDING COMPANY, JOINED
IN BY SOUTHTRUST CORPORATION
Ladies and Gentlemen:
You have requested the opinion of Bradley Arant Rose & White LLP, as
counsel to SouthTrust Corporation, a Delaware corporation and a registered
financial holding company ("SouthTrust"), regarding the transactions
contemplated by that certain Agreement and Plan of Merger, dated September 28,
2000 (the "Merger Agreement"), by and between SouthTrust of Alabama, Inc., an
Alabama corporation ("ST-Sub") and First Bank Holding Company, a Florida
corporation ("First Bank Holding"), and joined in by SouthTrust Corporation, a
Delaware corporation ("SouthTrust"). Specifically, you have requested us to
opine that the merger of First Bank Holding with and into ST-Sub (the "Merger")
pursuant to the Merger Agreement will constitute a tax-free reorganization under
Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"),
and that no gain or loss will be recognized by the stockholders of First Bank
Holding upon the receipt solely of SouthTrust voting common stock in exchange
for their First Bank Holding common stock upon consummation of the Merger.
This opinion is being rendered pursuant to Section 9.8 of the Merger
Agreement. Capitalized terms used herein and not otherwise defined herein have
the meanings given to them in the Merger Agreement.
In rendering the opinion set forth below, we have examined and relied
upon originals or copies of the Merger Agreement and such other documents and
materials as we have deemed necessary as a basis for such opinion. In connection
with such examination, we have assumed the genuineness of all signatures, the
authenticity of all documents, agreements and instruments submitted to us as
originals, the conformity to original documents, agreements and instruments of
all documents, agreements and instruments submitted to us as copies or specimens
and the authenticity of the originals of such documents, agreements and
instruments submitted to us as copies or specimens, and, as to factual matters,
the veracity of written statements made by officers and other representatives of
First Bank Holding and SouthTrust included in the Merger Agreement.
The opinion stated below is based upon the relevant provisions of the
Internal Revenue Code, regulations promulgated pursuant thereto by the
Department of the Treasury and the Internal Revenue Service (the "IRS"), current
administrative rulings and applicable judicial decisions, all of which are
subject to change. Neither SouthTrust, ST-Sub nor First Bank Holding has
requested or will receive an advance ruling from the IRS as to any of the
federal income tax effects to holders of First Bank Holding common stock of the
Merger, or of any of the federal income tax effects to SouthTrust, ST-Sub or
First Bank Holding of the Merger. Our opinion set forth below is not binding
upon the IRS, and there can be no assurance, and none hereby is given, that the
IRS will not take a position contrary to one or more of the positions reflected
herein, or that our opinion will be upheld by the courts if challenged by the
IRS.
FACTS
SouthTrust is a registered bank holding company and is the common
parent of an affiliated group of corporations, including ST-Sub, that file
consolidated federal income tax returns on the calendar year basis. SouthTrust
Common Stock is publicly held and publicly traded through the Automated
Quotation System of the Nasdaq Stock Market.
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In accordance with resolutions of SouthTrust's Board of
Directors adopted on December 16, 1998, and that certain Amended and Restated
Rights Agreement, dated as of July 1, 2000 (the "Rights Agreement"), between
SouthTrust and American Stock Transfer & Trust Company, as Rights Agent, each
share of SouthTrust common stock issued and outstanding carries a right to
purchase from SouthTrust one one-hundredth of a share of SouthTrust Preferred
Stock designated as the Series 1999 Junior Participating Preferred Stock at a
purchase price of $150.00 (a "Right"). These Rights will expire on February 22,
2009 unless redeemed earlier and are not exercisable or transferable separately
from the shares of SouthTrust Common Stock until the occurrence of certain
events associated with an acquisition of a substantial amount of SouthTrust
Common Stock. The provisions of the Rights are more fully described in the
Rights Agreement and the Certificate of Designation, Preferences and Rights of
Series 1999 Junior Participating Preferred Stock. A copy of the Rights Agreement
is incorporated by reference as an exhibit to the Registration Statement.
Immediately prior to the Merger, SouthTrust will own 100% of
the common stock of ST-Sub, and ST-Sub will own 100% of the common stock of
SouthTrust Bank, an Alabama banking corporation ("ST-Bank"). Both of ST-Sub and
ST-Bank are included in the consolidated federal income tax return of
SouthTrust.
First Bank Holding is a corporation organized pursuant to the
laws of the State of Florida and is a registered bank holding company. As of
September 28, 2000, the authorized common stock of First Bank Holding consisted
of 1,000,000 shares of common stock, par value $.01 per share, of which 401,000
shares were issued and out standing (the "First Bank Holding Common Stock");
First Bank Holding owns 100% of the issued and outstanding common stock of First
Bank, a Florida corporation, and the sole banking subsidiary of First Bank
Holding (the "Bank"). First Bank Holding is an accrual method taxpayer using a
calendar year accounting period.
THE PROPOSED TRANSACTIONS
Pursuant to the Merger Agreement the following transactions
will take place:
1. First Bank Holding will merge with and into ST-Sub in
accordance with the applicable corporation laws of the States of Florida and
Alabama (the "Corporate Laws"), after which ST-Sub will be the surviving
corporation. ST-Sub will acquire all of the assets and assume all of the
liabilities of First Bank Holding. ST-Sub will be the surviving corporation and
the separate corporate existence of First Bank Holding will terminate.
2. Each share of First Bank Holding Common Stock will
become and be converted into the right to receive 1.7456 shares of SouthTrust
Common Stock, and a Right will be associated with each share of SouthTrust
Common Stock exchanged in the Merger for First Bank Holding Common Stock.
3. No fractional shares of SouthTrust Common Stock will
be issued in the Merger; each holder of First Bank Holding Common Stock who
would otherwise be entitled to receive a fractional share interest, if any, will
receive cash in lieu of a fractional share.
4. Any holder of First Bank Holding Common Stock who
dissents from the Merger will be entitled to receive from the surviving
corporation the fair value of his or her shares in cash.
REPRESENTATIONS
Officers of First Bank Holding and SouthTrust each have made
certain written representations to us on behalf of their respective institutions
by letters dated each of even date herewith (the "Representation Letters"), and
with your consent, we have relied upon the accuracy and validity of these
representations provided in the Representation Letters in offering the opinions
expressed below.
OPINION
Upon the basis of the foregoing facts and representations, and
solely for purposes of the Code, we are of the opinion that:
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(i) The Merger will qualify as a reorganization within
the meaning of Section 368(a) of the Code. First Bank Holding, SouthTrust and
ST-Sub each will be a party to the reorganization within the meaning of Section
368(b) of the Internal Revenue Code.
(ii) First Bank Holding Shareholders will recognize no
gain or loss upon their exchange of First Bank Holding Common Stock solely for
SouthTrust Common Stock.
(iii) The basis of the shares of SouthTrust Common Stock
received by the First Bank Holding Shareholders (including any fractional share
interests to which they may be entitled) will be the same as the basis of the
shares of First Bank Holding Common Stock surrendered in exchange therefor.
(iv) The holding period of the shares of SouthTrust Common
Stock received by the Shareholders of First Bank Holding (including any
fractional share interest to which they may be entitled) will include the period
during which the shares of First Bank Holding Common Stock surrendered in
exchange therefore were held by the First Bank Holding Shareholders, provided
that the shares of First Bank Holding Common Stock surrendered were held as a
capital asset within the meaning of Section 1221 of the Code by the First Bank
Holding shareholders as of the Effective Time of the Merger.
(v) The receipt by a holder of First Bank Holding Common
Stock of cash in lieu of a fractional share of SouthTrust Common Stock will be
treated as though such fractional share actually was issued in the Merger and
thereafter redeemed by SouthTrust for cash. The receipt of such cash in lieu of
a fractional share by a holder of First Bank Holding Common Stock will be
treated as a distribution by SouthTrust in full payment in exchange for the
fractional share as provided in Section 302(a) of the Code.
(vi) First Bank Holding shareholders who exercise
dissenters' rights, and as a result receive only cash, will be treated as having
received such cash as a distribution in redemption of their shares of First Bank
Holding Common Stock, subject to the provisions and limitations of Section 302
of the Code. Those holders of First Bank Holding Common Stock who receive only
cash, and who hold no SouthTrust Common Stock, directly or indirectly through
the application of Section 318(a) of the Code, following the Merger will be
treated as having a complete termination of interest within the meaning of
Section 302(b)(3) of the Code, and the cash received will be treated as a
distribution in full payment in exchange for such holder's First Bank Holding
Common Stock as provided in Section 302(a) of the Code. As provided in Section
1001 of the Code, gain will be realized and recognized by such First Bank
Holding shareholders measured by the difference between the redemption price and
the adjusted tax basis of the shares of First Bank Holding Common Stock
surrendered. Provided that Section 341 of the Code (relating to collapsible
corporations) is inapplicable and the First Bank Holding Common Stock is a
capital asset in the hands of such holders, the gain, if any, will constitute
capital gain. Such gain will constitute long-term capital gain if the
surrendered shares of First Bank Holding Common Stock were held by the
shareholder for a period greater than one year prior to the Merger; if the
surrendered shares of First Bank Holding Common Stock were held by such
shareholder for a period of one year or less, the gain will constitute
short-term capital gain.
No opinion is expressed as to the federal tax treatment of the
transaction under any other provisions of the Code and regulations, or as to the
tax treatment of any conditions existing at the time of, or effects resulting
from, the transaction that are not specifically covered by the opinion.
This opinion is rendered solely with respect to certain
federal income tax consequences of the Merger under the Code, and does not
extend to the income or other tax consequences of the Merger under the laws of
any state or any political subdivision of any state; nor does it extend to any
tax effects or consequences of the Merger to SouthTrust or ST-Sub other than
those expressly stated in the above opinion.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement. We also consent to the references to this firm
under the heading "Certain Federal Income Tax Consequences" in the prospectus
which is included as part of the Registration Statement. In giving such consent,
we do not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended.
Yours very truly,
