1
EXHIBIT (8)-.3
LAW OFFICES
[XXXXXXX XXXXXXXXX & XXXXX, L.L.C. LETTERHEAD]
PLEASE REPLY TO: BIRMINGHAM
DRAFT
________ ___, 1999
The Banc Corporation
00 Xxxxx 00xx Xxxxxx
Xxxxxxxxxx, Xxxxxxx 00000
RE: SHARE EXCHANGE AGREEMENT BY AND BETWEEN C&L BANK OF BRISTOL
AND BRISTOL ACQUISITION CORPORATION, A WHOLLY-OWNED SUBSIDIARY OF
THE BANC CORPORATION, AND JOINED IN BY C&L BANKING CORPORATION
Gentlemen:
We have acted as counsel to The Banc Corporation, a Delaware
corporation ("TBC"), in connection with the proposed merger (the "Merger") of
C&L Banking Corporation, a Florida corporation (the "Company"), with and into
TBC, pursuant to the terms of that certain Plan and Agreement of Merger, dated
as of February 25, 1999 (the "Plan of Merger"), by and between TBC and the
Company, as described in more detail in the Plan of Merger and in the
Registration Statement on Form S-4 (Commission File No. 333-__________) filed
by TBC with the Securities and Exchange Commission, as amended (the
"Registration Statement"). We have also acted as counsel to TBC in connection
with the proposed share exchange (the "Share Exchange") by shareholders of C&L
Banking of Bristol, a Florida corporation owned 98.1 percent by the Company
prior to the Merger (the "Bank"), of their shares of common stock in the Bank
for shares of common stock in TBC immediately following the Merger, pursuant to
the terms of that certain Share Exchange Agreement, dated as of February 25,
1999, by and between the Bank and Bristol Acquisition Corporation, a Florida
corporation and wholly-owned subsidiary of TBC (the "Subsidiary") (the "Share
Exchange Agreement"), as described in more detail in the Share
2
The Banc Corporation
____________ ___, 1999
Page 2
Exchange Agreement and in the Registration Statement. All capitalized terms,
unless otherwise specified, have the meaning assigned to them in the
Registration Statement.
In connection with this opinion, we have examined and are familiar
with originals or copies, certified or otherwise identified to our
satisfaction, of (i) the Registration Statement, (ii) the Share Exchange
Agreement and (iii) such other documents as we have deemed necessary or
appropriate in order to enable us to render the opinion below. In our
examination, we have assumed the genuineness of all signatures, the legal
capacity of all natural persons, the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents
submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such copies. In rendering the opinion set
forth below, we have relied upon certain written representations and covenants
of TBC, the Subsidiary and the Bank which are annexed hereto (the
"Representations and Warranties").
In rendering our opinion, we have considered the applicable provisions
of the Internal Revenue Code of 1986, as amended (the "Code"), Treasury
Regulations, pertinent judicial authorities, interpretive rulings of the
Internal Revenue Service and such other authorities as we have considered
relevant.
Based upon and subject to the foregoing and assuming that as of the
Effective Time of the Share Exchange and following the Share Exchange there
will be no acts or omissions which will violate or be inconsistent with any of
the Representations and Warranties, we are of the opinion that:
(i) The Share Exchange will constitute a reorganization
within the meaning of Section 368(a) of the Code, and TBC, the
Subsidiary and the Bank will each be a "party to the reorganization"
within the meaning of Section 368(b) of the Code;
(ii) No gain or loss will be recognized by TBC, the
Subsidiary or the Bank as a result of the Share Exchange;
(iii) No gain or loss will be recognized by a Bank
shareholder who receives solely shares of TBC Common Stock in exchange
for Bank Common Stock;
(iv) The receipt of cash by a Bank shareholder in lieu of
fractional shares of TBC Common Stock will be treated as if the
fractional shares were distributed as part of the exchange and then
were redeemed by TBC. These payments will be treated as having been
received as distributions in full payment
3
The Banc Corporation
____________ ___, 1999
Page 3
in exchange for the stock redeemed as provided in Section 302(a) of
the Code, provided the redemption is not essentially equivalent to a
dividend;
(v) The tax basis of the shares of TBC Common Stock
received by a Bank shareholder will be equal to the tax bases of the
Bank Common Stock exchanged therefor, excluding any basis allocable to
a fractional share of TBC Common Stock for which cash is received;
(vi) The holding period of the shares of TBC Common Stock
received by a Bank shareholder will include the holding period or
periods of the Bank Common Stock exchanged therefor, provided that the
Bank Common Stock is held as a capital asset within the meaning of
Section 1221 of the Code at the Effective Time of the Share Exchange;
and
(vii) Where solely cash is received by a Bank shareholder
in exchange for his Bank Common Stock pursuant to the exercise of
dissenters' rights, such cash will be treated as having been received
in redemption of his Bank Common Stock from the Bank, subject to the
provisions and limitations of Section 302 of the Code.
The Share Exchange should have no immediate federal income tax
consequences to TBC stockholders.
Except as set forth above, we express no opinion as to the tax
consequences, whether federal, state, local or foreign, to any party to the
Share Exchange or of any transactions related to the Share Exchange or
contemplated by the Share Exchange Agreement.
This opinion is being provided solely for the use of TBC. No other
person or party shall be entitled to rely on this opinion.
4
The Banc Corporation
____________ ___, 1999
Page 4
We hereby consent to the reference to our Firm under the heading
"Legal Matters" in the Prospectuses which form a part of the Registration
Statement, and to the filing of this opinion as an Exhibit thereto.
Very truly yours,
XXXXXXX XXXXXXXXX & XXXXX, L.L.C.
By
-----------------------------------------
Xxxx X. Xxxxx
