Exhibit 8.2
| | |
 | | HUNTON & WILLIAMS LLP 1445 ROSS AVENUE SUITE 3700 DALLAS, TEXAS 75202 Tel 214 · 468 · 3300 Fax 214 · 468 · 3599 www.hunton.com |
| |
April 16, 2012 | | |
| |
American State Financial Corporation 1401 Avenue Q Lubbock, Texas 79408 | | |
| Re: | Federal Income Tax Opinion Issued to American State Financial Corporation in Connection with the merger of American State Financial Corporation into Prosperity Bancshares, Inc. |
Ladies and Gentlemen:
We have acted as special counsel to American State Financial Corporation, a Texas corporation(the“Company”), in connection with the merger (the“Merger”) of the Company with and into Prosperity Bancshares, Inc., a Texas corporation(“Prosperity”), with Prosperity surviving, pursuant to the terms of that certain Agreement and Plan of Reorganization, dated as of February 26, 2012 between the Company and Prosperity (the “Merger Agreement”). Pursuant to the requirements of Section 12.3 of the Merger Agreement, you have asked us to render certain opinions with respect to the federal income tax treatment of the Merger under the Internal Revenue Code of 1986, as amended (the“Code”). Except as otherwise indicated, capitalized terms used herein shall have the meanings assigned to them in the Merger Agreement.
Set forth below are our opinions, together with the representations, assumptions and documents upon which we have relied in rendering our opinions.
A.Documents Reviewed
In connection with the opinions rendered below, we have reviewed and relied upon the following documents:
1. the Merger Agreement;
ATLANTA AUSTIN BANGKOK BEIJING BRUSSELS CHARLOTTE DALLAS HOUSTON KNOXVILLE LONDON
LOS ANGELES McLEAN MIAMI NEW YORK NORFOLK RALEIGH RICHMOND SINGAPORE WASHINGTON
www.hunton.com
April 16, 2012
Page 2
2. the Registration Statement of Prosperity originally filed on Form S-4 with the Securities and Exchange Commission on April 16, 2012 (the“Registration Statement”);
3. the Certificates of the Company and Prosperity, delivered to us on or about April 16, 2012, with respect to various factual representations and certifications (collectively, the“Certificates”); and
4. such other documents as we have deemed necessary or appropriate for purposes of this opinion.
B.Representations
In connection with the opinions rendered below, we have reviewed and relied upon the factual representations set forth in the Certificates.
C.Assumptions
In connection with the opinions rendered below, we have assumed that:
1. all signatures on all documents submitted to us are genuine, that all documents submitted to us as originals are authentic, that all documents submitted to us as copies are accurate, that all information submitted to us is accurate and complete, and that all persons executing and delivering originals or copies of documents examined by us are competent to execute and deliver such documents;
2. the Merger and the other transactions specified in the Merger Agreement will be consummated as contemplated in the Merger Agreement, without waiver of any material provision thereof;
3. the Merger will qualify as a statutory merger under the applicable laws of the state of Texas;
4. the Merger will be reported by the Company and Prosperity on their respective income tax returns in a manner consistent with the opinion set forth below; and
5. the Certificates are true and accurate in all material respects as of the Effective Time of the Merger.
April 16, 2012
Page 3
D.Opinion
Based solely upon the documents and assumptions set forth above and conditioned upon the initial and continuing accuracy of the factual representations set forth in the Certificates as of the date hereof and as of the date of the Effective Time of the Merger and subject to the limitations set forth herein and the assumptions, limitations and qualifications set forth in the Registration Statement:
1. the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code; and
2. the descriptions of the law and the legal conclusions contained in the Registration Statement under the caption “Material U.S. Federal Income Tax Consequences of the Merger” are correct in all material respects and the discussion thereunder represents an accurate summary of the United States income tax consequences of the Merger that are material to the United States shareholders of the Company.
E.Limitations
1. Except as otherwise indicated, the opinions contained in this letter are based upon the Code and its legislative history, the Treasury regulations promulgated thereunder (the “Regulations”), judicial decisions, and current administrative rulings and practices of the Internal Revenue Service, all as in effect on the date of this letter. These authorities may be amended or revoked at any time. Any such changes may or may not be retroactive with respect to transactions entered into or contemplated prior to the effective date thereof and could significantly alter the conclusions reached in this letter. There is no assurance that legislative, judicial, or administrative changes will not occur in the future. We assume no obligation to update or modify this letter to reflect any developments that may occur after the date of this letter.
2. The opinions expressed herein represent counsel’s best legal judgment and are not binding upon the Internal Revenue Service or the courts and are dependent upon the accuracy and completeness of the documents we have reviewed under the circumstances, the assumptions made and the factual representations contained in the Certificates. To the extent that any of the factual representations provided to us in the Certificates are with respect to matters set forth in the Code or the Regulations, we have reviewed with the individuals making such factual representations the relevant portions of the Code and the applicable Regulations and are reasonably satisfied that such individuals understand such provisions and are capable of making such factual representations. We have made no independent investigation of the assumptions set forth above, the facts contained in the documents or the factual representations set forth in the Certificates or
April 16, 2012
Page 4
the Merger Agreement. No facts have come to our attention, however, that would cause us to question the accuracy and completeness of such assumptions, facts or documents in a material way. Any material inaccuracy or incompleteness in these documents, assumptions or factual representations (whether made by either the Company or Prosperity) could adversely affect the opinions stated herein.
3. No opinion is expressed as to any federal income tax consequence of the Merger or the other transactions contemplated by the Merger Agreement except as specifically set forth herein, and this opinion may not be relied upon except with respect to the consequences specifically discussed herein. This opinion does not address the various state, local or foreign tax consequences that may result from the Merger or the other transactions contemplated by the Merger Agreement.
4. Our opinion is a limited scope opinion that addresses only the issues described in Section D of this letter. Additional issues may exist that affect the federal income tax treatment of the Merger or the parties to the Merger that are not addressed by this limited scope opinion and this opinion cannot be relied on for the purpose of avoiding tax penalties with regard to any such federal income tax issue that is not addressed in Section D of this letter.
5.CIRCULAR 230 DISCLOSURE
TO ENSURE COMPLIANCE WITH REQUIREMENTS IMPOSED BY THE INTERNAL REVENUE SERVICE, WE INFORM YOU THAT THIS OPINION IS LIMITED TO THE ONE OR MORE FEDERAL TAX ISSUES ADDRESSED HEREIN. ADDITIONAL ISSUES MAY EXIST THAT COULD AFFECT THE FEDERAL TAX TREATMENT OF THE TRANSACTION OR MATTER THAT IS THE SUBJECT OF THE OPINION, AND THE OPINION DOES NOT CONSIDER OR PROVIDE A CONCLUSION WITH RESPECT TO ANY ADDITIONAL ISSUES. WITH RESPECT TO ANY SIGNIFICANT FEDERAL TAX ISSUES OUTSIDE THE LIMITED SCOPE OF THIS OPINION, THE OPINION WAS NOT WRITTEN, AND CANNOT BE USED BY THE TAXPAYER, FOR THE PURPOSE OF AVOIDING UNITED STATES FEDERAL TAX PENALTIES.
April 16, 2012
Page 5
6. This opinion letter is issued to the Company solely for the benefit of the Company and its shareholders that exchange their shares of Company Common Stock for shares of Prosperity Common Stock in connection with the Merger.
|
| Very truly yours, |
|
| /s/ HUNTON & WILLIAMS LLP |
|
|
