Exhibit 8.1
August 1, 2001
Southside Bancshares Corp.
0000 Xxxxxxx Xxxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Allegiant Bancorp, Inc.
0000 Xxxxxx Xxxx
Xx. Xxxxx, Xxxxxxxx 00000
Re: Agreement and Plan of Merger dated April 30, 2001 between
Southside Bancshares Corp. ("Southside") and Allegiant
Bancorp, Inc. ("Allegiant")
Gentlemen:
You have requested our opinions as to certain material federal
income tax consequences of the proposed merger of Allegiant with and
into Southside (the resulting combined company referred to herein as
"Merged Company") and the exchange by certain Southside shareholders of
their stock for Merged Company common stock and/or cash (hereinafter,
the "Merger"), all pursuant to an Agreement and Plan of Merger dated
April 30, 2001 between Southside and Allegiant (hereinafter the "Merger
Agreement"). In the Merger, each issued and outstanding share of common
stock of Allegiant, par value $.01 per share, issued and outstanding
immediately prior to the Effective Time will be converted into the right
to receive one share of Merged Company common stock, par value $.01 per
share, and each share of Southside common stock issued and outstanding
at the Effective Time will be converted into the right to receive either
1.39 shares of common stock of Merged Company, $14.00 in cash, or a
combination of the two. Unless otherwise defined herein, capitalized
terms shall have the meanings ascribed to them in the Merger Agreement.
In connection with our opinions, we have examined (i) the Merger
Agreement; (ii) the Registration Statement on Form S-4 (No 333-63212),
filed with the Securities and Exchange Commission on June 18, 2001,
together with all amendments thereto (the "Registration Statement"); and
(iii) originals or copies of all such other records of Southside and
Allegiant and such other documents, certificates and records as we have
deemed necessary or appropriate as a basis for the opinions set forth
herein.
In addition, in connection with the Merger, we have been provided
with the certificates dated August 3, 2001 of (i) Allegiant and (ii)
Southside. Our opinions set forth herein are based, in part, on the
facts and representations recited in such certificates and we have
undertaken no independent investigation of the accuracy of the facts or
representations recited therein. In addition, we have assumed that the
Merger will be effected in accordance with the terms of the Merger
Agreement and in accordance with applicable state corporation laws and
that none of the material terms or conditions in the Merger Agreement
have been waived or modified by Southside or Allegiant, and Southside
and Allegiant have no intention to waive or modify any such material
terms or conditions.
We hereby confirm our opinions set forth under the caption
"Certain Federal Income Tax Consequences of the Merger" contained in the
Registration Statement.
We hereby consent to the filing of these opinions as an exhibit to
the Registration Statement.
Our opinions referenced herein are rendered only as of the date
hereof, and we undertake no obligation to update this letter or the
opinions contained in the Registration Statement after the date hereof.
Except for the shareholders of Allegiant and Southside, all of
whom may rely on our opinions referenced herein and this letter, the
opinions are solely for the benefit of the addressee hereto, and are not
to be used, circulated, quoted or otherwise referred to for any other
purpose without our express written permission.
Very truly yours,
/s/ Xxxxxxxx Xxxxxx LLP