EXHIBIT 8.1
January 23, 2006
AmericanWest Bancorporation,
41 West Riverside Avenue, Suite 400,
Spokane, Washington 99201.
Ladies and Gentlemen:
We have acted as counsel to AmericanWest Bancorporation, a Washington corporation (“AmericanWest “), in connection with the planned merger (the “Merger”) of Columbia Trust Bancorp, a Washington corporation (“Columbia”), with and into AmericanWest , pursuant to the Agreement and Plan of Merger (the “Agreement”), dated as of November 29, 2005, by and between AmericanWest and Columbia as described in the Joint Proxy Statement-Prospectus of AmericanWest and Columbia (the “Joint Proxy Statement-Prospectus”), which is part of the Registration Statement on Form S-4 of AmericanWest filed in connection with the Merger. All capitalized terms used and not otherwise defined herein have the meanings provided in the Agreement.
For purposes of this opinion, we have reviewed the Agreement and such other documents and matters of law and fact as we have considered necessary or appropriate, and we have assumed, with your consent, the following:
(i) The Merger will be completed in the manner set forth in the Agreement and the Joint Proxy Statement-Prospectus; and
(ii) The representations contained in the letters of representation from AmericanWest and Columbia to us, both dated January 23, 2006 were true and complete when made and will be true and complete at the Effective Time, in each case without regard to any qualifications as to knowledge, belief or intent.
On the basis of the foregoing, and our consideration of such other matters of fact and law as we have deemed necessary or appropriate, it is our opinion, under presently applicable federal income tax law which may change prior to the effective date, that:
(i) The Merger will be treated for federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”); and
(ii) Each of AmericanWest and Columbia will be a party to the reorganization within the meaning of Section 368(b) of the Code.
This opinion is limited to the federal income tax laws of the United States and does not purport to discuss the consequences or effectiveness of the Merger under any other laws.
We hereby consent to the reference to us under the heading “Material United States Federal Income Tax Considerations of the Merger” in the Joint Proxy Statement-Prospectus and the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Sullivan & Cromwell LLP