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EXHIBIT 8
[XXXXXX & BIRD LLP LETTERHEAD]
One Atlantic Center
0000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000-0000
000-000-0000
Fax: 000-000-0000
xxx.xxxxxx.xxx
Xxxxxxx X. Xxxxxx Direct Dial: 000-000-0000
July 24, 1998
Regions Financial Corporation
000 X. 00xx Xxxxxx
Xxxxxxxxxx, Xxxxxxx 00000
Xxxxxx Bank
000 Xxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxx 00000
Re: Agreement and Plan of Reorganization by and Between
Xxxxxx Bank and Regions Financial Corporation
Ladies and Gentlemen:
We have served as counsel to Regions Financial Corporation ("Regions")
in connection with the proposed reorganization of Regions and Xxxxxx Bank
pursuant to the Agreement and Plan of Reorganization dated as of February 18,
1998, (the "Agreement"), which provides for the merger of Regions Merger
Subsidiary, a wholly-owned state bank subsidiary of Regions, with and into
Xxxxxx Bank. All terms herein without definition shall have the respective
meanings specified in the Agreement, and unless otherwise specified, all
section references herein are to the Internal Revenue Code of 1986, as amended
(the "Code"). In our capacity as counsel to Regions, our opinion has been
requested with respect to certain of the federal income tax consequences of the
Merger.
In rendering this opinion, we have examined such documents as we
deemed appropriate, including:
(1) the Agreement; and
(2) the Registration Statement on Form S-4 filed by Regions with
the Securities and Exchange Commission under the Securities Act of 1933, on
July 24, 1998, as amended, including the Proxy Statement/Prospectus
constituting part thereof (together the "Registration Statement").
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July 24, 1998
Page 2
In rendering the opinions expressed herein, we have assumed with the
consent of Regions and Xxxxxx Bank that the Agreement and the Registration
Statement accurately and completely describe the Merger and that the Merger
will be consummated in accordance with the Agreement and as described in the
Registration Statement.
In rendering the opinions expressed herein, we have relied with the
consent of Regions and Xxxxxx Bank upon the accuracy and completeness of the
factual statements and factual representations (which factual statements and
factual representations we have neither investigated nor verified) contained in
the certificates of Regions and Xxxxxx Bank to us dated July 24, 1998 and July
23, 1998, respectively (the "Certificates"), which we have assumed are
complete and accurate as of the date hereof and will be complete and accurate
as of the date on which the Merger is consummated.
Based on the foregoing, and subject to the assumptions and
qualifications set forth in the Registration Statement under the heading
"Description of the Transaction--Federal Income Tax Consequences of the
Merger," we are of the opinion that, under presently applicable federal income
tax law:
1. The Merger will constitute a reorganization within the
meaning of Section 368(a) of the Code, and Regions and Xxxxxx Bank will each be
a party to the reorganization within the meaning of Section 368(b) of the Code.
2. No gain or loss will be recognized by holders of Xxxxxx
Common Stock upon the exchange in the Merger of all of their Xxxxxx Common
Stock solely for shares of Regions Common Stock (except with respect to any
cash received in lieu of a fractional share interest in Regions Common Stock).
3. The aggregate tax basis of the Regions Common Stock received
by holders of Xxxxxx Common Stock who exchange all of their Xxxxxx Common Stock
solely for Regions Common Stock in the Merger will be the same as the tax basis
of the Xxxxxx Common Stock surrendered in exchange therefor, less the basis of
any fractional share of Regions Common Stock settled by cash payment.
4. The holding period of the Regions Common Stock received by
holders who exchange all of their Xxxxxx Common Stock solely for Regions Common
Stock in the Merger will include the holding period of the Xxxxxx Common Stock
surrendered in exchange therefor, provided that such Xxxxxx Common Stock is
held as a capital asset at the Effective Time.
5. The payment of cash to holders of Xxxxxx Common Stock in lieu
of fractional share interests of Regions Common Stock will be treated for
federal income tax
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July 24, 1998
Page 3
purposes as if the fractional shares were distributed as part of the exchange
and then were redeemed by Regions. These cash payments will be treated as
having been received as distributions in full payment in exchange for the
Regions Common Stock redeemed, as provided in Section 302(a) of the Code.
6. Where solely cash is received by a holder of Xxxxxx Common
Stock in exchange for Xxxxxx Common Stock pursuant to the exercise of
dissenters' rights, such cash will be treated as having been received in
redemption of such holder's Xxxxxx Common Stock, subject to the provisions and
limitations of Section 302 of the Code.
The opinions expressed herein are based upon existing statutory,
regulatory, and judicial authority, any of which may be changed at any time
with retroactive effect. In addition, our opinions are based solely on the
documents that we have examined and the factual statements and factual
representations set out in the Certificates, which we have assumed are true on
the date hereof and will be true on the date on which the Merger is
consummated. Our opinions cannot be relied upon if any of the facts pertinent
to the Federal income tax treatment of the Merger stated in such documents or
or any factual statements or factual representations set out in the
Certificates is, or later becomes, inaccurate. Our opinions are limited to the
tax matters specifically covered thereby, and we have not been asked to
address, nor have we addressed, any other tax consequences of the Merger,
including for example any issues related to intercompany transactions,
accounting methods, or changes in accounting methods resulting from the Merger,
or the consequences of the Merger under state, local, or foreign law.
We hereby consent to the use of this opinion and to the references
made to Xxxxxx & Bird LLP in the Registration Statement under the captions
"Summary--Federal Income Tax Consequences of the Merger" and "Description of
Transaction--Federal Income Tax Consequences of the Merger" and to the filing
of this opinion as an exhibit to the Registration Statement.
Very truly yours,
XXXXXX & BIRD LLP
By: /s/ Xxxxxxx X. Xxxxxx, Partner
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Xxxxxxx X. Xxxxxx, Partner
