Exhibit 8.1
STEVENS & LEE
LAWYERS & CONSULTANTS
620 Freedom Business Center, Suite 200
King of Prussia, PA 19406
(610) 205-6000 Fax (610) 337-4374
www.stevenslee.com
November 4, 2016
Board of Directors
ICC Holdings, Inc.
225 20th Street
Rock Island, IL 61201
| Re: | Conversion of Illinois Casualty Company from Mutual Insurance Company to Stock Insurance Company |
Ladies and Gentlemen:
We have been requested to provide this opinion concerning matters of U.S. federal income tax law in connection with (1) the proposed conversion of Illinois Casualty Company, an Illinois mutual insurance company (“Illinois Casualty”) to a stock insurance company (the “Conversion”) pursuant to the Amended and Restated Plan of Conversion of Illinois Casualty Company originally approved by the Board of Directors of Illinois Casualty on February 16, 2016 and amended and restated on June 14, 2016 (the “Plan of Conversion”); and (2) the issuance of all of the capital stock of the converted Illinois Casualty to ICC Holdings, Inc., a Pennsylvania corporation (“ICC Holdings”) and the issuance of shares of common stock by ICC Holdings in an initial public offering in accordance with theForm S-1 Registration Statement filed by ICC Holdings on October 12, 2016 (the “S-1 Registration Statement”), and related exhibits thereto. This opinion is being provided solely in connection with the filing of the S-1 Registration Statement with the Securities and Exchange Commission.
For purposes of this opinion letter, capitalized words and phrases that are used but not defined herein shall have the meanings given to such terms in the Plan of Conversion.
For purposes of providing this opinion, we have examined and are relying upon (without any independent verification or review thereof) the truth and accuracy, at all relevant times, of the statements, covenants, representations and warranties contained in the following documents (including all schedules and exhibits thereto):
1. theS-1 Registration Statement;
2. the Officer’s Certificate provided to us by Illinois Casualty; and
Philadelphia • Reading • Valley Forge • Allentown • Harrisburg • Lancaster • Scranton
Wilkes-Barre • Princeton • New York • Wilmington
A PROFESSIONAL CORPORATION
STEVENS & LEE
LAWYERS & CONSULTANTS
November 4, 2016
Page 2
3. such other instruments and documents related to Illinois Casualty and ICC Holdings and the Plan of Conversion as we have deemed necessary or appropriate.
In addition, in connection with providing this opinion, we have assumed (without any independent investigation thereof) that:
1. original documents (including signatures) are authentic; documents submitted to us as copies conform to the original documents; and there has been (or will be by the Effective Date) due execution and delivery of all documents where due execution and delivery are prerequisites to the effectiveness thereof;
2. any representation or statement referred to above made “to the best of knowledge” or otherwise similarly qualified is correct without such qualification, and all statements and representations, whether or not qualified, are true and will remain true through the Effective Date and thereafter where relevant; and
3. all transactions that are related or incidental to the Conversion will be consummated pursuant to the Plan of Conversion, and will be effective under the laws of the State of Illinois and applicable federal and state insurance laws.
The opinion expressed herein is conditioned on the initial and continuing accuracy of the facts, information, representations and assumptions contained in the aforesaid documents or otherwise referred to above.
Based on the foregoing documents, materials, assumptions and information, and subject to the qualifications and assumptions set forth herein, if the Conversion is consummated in accordance with the provisions of the Plan of Conversion (and without any waiver, breach or amendment of any of the provisions thereof), it is our opinion that, under current law (i) the Conversion will constitute a “reorganization” within the meaning of Code Section 368(a), and (ii) the discussion set forth in theS-1 Registration Statement under the heading “Federal Income Tax Considerations,” insofar as they constitute statements of law or legal conclusions, constitutes our opinion as to the material U.S. federal income tax consequences of the Conversation and the purchase of shares of common stock issued by ICC Holdings in the initial public offering.
The opinion set forth above is based on the existing provisions of the Code, Treasury Regulations (including Temporary Treasury Regulations) promulgated under the Code, published Revenue Rulings, Revenue Procedures and other announcements of the Internal Revenue Service (the “Service”) and existing court decisions, any of which could be changed at any time. Any such changes might be retroactive with respect to transactions entered into prior to the date of such changes and could significantly modify the opinion set forth above. Nevertheless, we undertake no responsibility to advise you of any subsequent developments in the application, operation or interpretation of the U.S. federal income tax laws.
STEVENS & LEE
LAWYERS & CONSULTANTS
November 4, 2016
Page 3
As you are aware, no ruling has been or will be requested from the Service concerning the U.S. federal income tax consequences of the Conversion or the Offering. In reviewing this letter, you should be aware that the opinion set forth above represents our conclusion regarding the application of existing U.S. federal income tax law to the instant transaction. If the facts vary from those relied upon (or if any representation, covenant, warranty or assumption upon which we have relied is inaccurate, incomplete, breached or ineffective), our opinion contained herein could be inapplicable in whole or in part. You should be aware that an opinion of counsel represents only counsel’s best legal judgment, and has no binding effect or official status of any kind, and that no assurance can be given that contrary positions may not be taken by the Service or that a court considering the issues would not hold otherwise.
As stated above, this opinion is being delivered to the Board of Directors of ICC Holdings solely for the purpose of being included as an exhibit to theS-1 Registration Statement. We consent to the filing of this opinion as an exhibit to the S-1 Registration Statement and to the use of our name in theS-1 Registration Statement wherever it appears. In giving this consent, however, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules or regulations promulgated thereunder.
Very truly yours,
STEVENS & LEE
/s/ Stevens & Lee
