EXHIBIT 8.1
WARNER NORCROSS & JUDD LLP
Attorneys At Law
900 Old Kent Building
111 Lyon Street, N.W.
Grand Rapids, Michigan 49503-2489
Telephone: (616) 752-2000
Fax: (616) 752-2500
December 23, 1999
| Old Kent Financial Corporation |
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Grand Premier Financial, Inc. |
| 111 Lyon Street N.W. |
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486 W. Liberty Street |
| Grand Rapids, Michigan 49503 |
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Wauconda, Illinois 60084 |
You have each requested our opinion regarding the federal income tax consequences
of the proposed affiliation of Grand Premier Financial, Inc. ("Grand Premier")
with Old Kent Financial Corporation ("Old Kent") through the proposed merger
(the "Merger") of Grand Premier with and into OK Merger Corporation ("MergerSub")
under the terms of an Agreement and Plan of Merger dated as of September
9, 1999 (the "Merger Agreement"), among Old Kent, MergerSub and Grand Premier,
followed by the liquidation of MergerSub. Capitalized terms not defined
herein shall have the meanings ascribed to them in the Merger Agreement.
Grand Premier will be merged with and into MergerSub under the laws of
the states of Michigan and Delaware and in accordance with the Merger Agreement.
In the Merger, all of the issued and outstanding shares of Grand Premier
Capital Stock will be converted into shares of Old Kent Capital Stock.
Immediately after the Merger, MergerSub will be liquidated and dissolved,
and all of its assets and liabilities will be transferred to and assumed
by Old Kent. In addition, immediately following the Merger and the liquidation
and dissolution of MergerSub, Old Kent intends to merge the bank subsidiaries
of Grand Premier into Old Kent's
bank subsidiary, Old Kent Bank.
This opinion is based upon facts regarding the Merger as described in the
Prospectus and Proxy Statement contained in the Registration Statement,
and on the following assumptions:
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1. The board of directors
of Old Kent believes that an affiliation of Grand Premier with Old Kent
will assist Grand Premier in becoming a more effective competitor in its
market through access to greater financial and managerial resources and
permit Old Kent to better serve its customers. |
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2. The fair market
value of the Old Kent Capital Stock to be received by each Grand Premier
stockholder will be approximately equal to the fair market value of the
Grand Premier Capital Stock surrendered in the exchange. |
WARNER NORCROSS & JUDD LLP
Old Kent Financial Corporation
Grand Premier Financial, Inc.
December 23, 1999
Page 2
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3. Old Kent has no
plan or intention to reacquire any of the Old Kent Capital Stock issued
in the transaction, other than purchases of stock in the open market in
the normal course of business executed through an independent broker in
which Old Kent is not aware of the identity of any seller. Old Kent did
not create and has not modified its stock repurchase program in connection
with the acquisition of Grand Premier. |
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4. Old Kent will
acquire at least 90% of the fair market value of the net assets and at
least 70% of the fair market value of the gross assets held by Grand Premier
immediately prior to the transaction. For purposes of this assumption,
amounts used by Grand Premier to pay its reorganization expenses, amounts
paid by Grand Premier to stockholders who receive cash or other property
and all redemptions and distributions (except for regular, normal dividends)
made by Grand Premier immediately preceding the transaction will be included
as assets of Grand Premier held immediately prior to the transaction. |
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5. Old Kent will
acquire solely for voting stock property of Grand Premier having a fair
market value which is at least 80% of the fair market value of all of the
property of Grand Premier. |
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6. Old Kent has formed
MergerSub solely for the purpose of the acquisition transaction. MergerSub
will not engage in any business other than as necessary incident to its
merger into Grand Premier. |
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7. Immediately after
the Merger, Old Kent will liquidate and dissolve MergerSub as part of an
overall plan for Old Kent to acquire the assets of Grand Premier. |
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8. Old Kent has no
plan or intention to sell or otherwise dispose of any of the assets of
Grand Premier acquired in the transaction, except for dispositions made
in the ordinary course of business or transfers described in Section 368(a)(2)(C)
of the Internal Revenue Code of 1986, as amended (the "Code"). |
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9. The liabilities
of Grand Premier to be assumed by Old Kent and the liabilities to which
the assets of Grand Premier to be transferred are subject were incurred
by Grand Premier in the ordinary course of its business. |
WARNER NORCROSS & JUDD LLP
Old Kent Financial Corporation
Grand Premier Financial, Inc.
December 23, 1999
Page 3
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10. Following the transaction,
Old Kent will continue the historic business of Grand Premier or use a
significant portion of Grand Premier's
historic business assets in a business. |
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11. Each of Old Kent, Grand
Premier, and the stockholders of Grand Premier will pay their respective
expenses, if any, incurred in connection with the transaction. |
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12. There is no intercorporate
indebtedness existing between Old Kent and Grand Premier that was issued,
acquired, or will be settled at a discount. |
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13. No party to the transaction
is an investment company as defined in Section 368(a)(2)(F)(iii) and (iv)
of the Code. |
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14. Old Kent does not own,
nor has it owned during the past five years, any shares of the stock of
Grand Premier. |
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15. On the date of the
transaction, the fair market value of the assets of Grand Premier will
exceed the sum of its liabilities, if any, to which the assets are subject. |
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16. Grand Premier is not
under the jurisdiction of a court in a Title 11 or similar case within
the meaning of Section 368(a)(3)(A) of the Code. |
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17. None of the compensation
or other payments received by any stockholder-employees of Grand Premier
will be separate consideration for or allocable to, any of their shares
of Grand Premier Capital Stock; none of the shares of Old Kent Capital
Stock received by any stockholder-employees of Grand Premier will be separate
consideration for, or allocable to, any employment agreement; and the compensation
paid to any stockholder-employees will be for services actually rendered
and will be commensurate with amounts paid to third parties bargaining
at arm's length for similar services. |
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18. The payment of cash
to holders of Grand Premier Common Stock in lieu of fractional shares of
Old Kent Common Stock will not be separately bargained for consideration,
but will be undertaken solely for the purpose of avoiding the expense and
inconvenience of issuing and transferring fractional shares. |
WARNER NORCROSS & JUDD LLP
Old Kent Financial Corporation
Grand Premier Financial, Inc.
December 23, 1999
Page 4
Based on the facts and assumptions set forth above, and subject to the
limitations and conditions identified in this opinion, it is our opinion
that the Merger of Grand Premier into MergerSub will be disregarded and
the merger and the liquidation of MergerSub by Old Kent will be treated
for federal income tax purposes as the acquisition by Old Kent of substantially
all of the assets of Grand Premier in exchange for Old Kent Capital Stock
and the assumption by Old Kent of the liabilities of Grand Premier followed
by a distribution from Grand Premier to its stockholders of the Old Kent
Capital Stock in exchange for their Grand Premier Capital Stock in a transaction
qualifying as a reorganization under Section 368(a) of the Code. Grand
Premier and Old Kent will each be Aa
party to a reorganization" within
the meaning of Section 368(b). In addition:
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1. No gain or loss
will be recognized by Old Kent upon the receipt by Old Kent of the assets
of Grand Premier in exchange for the Old Kent Capital Stock and the assumption
by Old Kent of the liabilities of Grand Premier. |
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2. The basis of the
assets of Grand Premier to be received by Old Kent will be the same as
the basis of those assets in the hands of Grand Premier immediately prior
to the transaction. |
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3. The holding period
of the assets of Grand Premier to be received by Old Kent will include
the holding period of those assets in the hands of Grand Premier. |
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4. No gain or loss
will be recognized by the holders of Grand Premier Capital Stock upon the
receipt of Old Kent Capital Stock in exchange for all of their shares of
Grand Premier Capital Stock, except to the extent of any cash received
in lieu of a fractional share of Old Kent Capital Stock. |
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5. The basis of the
Old Kent Capital Stock (including fractional share interests) to be received
by holders of the Grand Premier Capital Stock will, in each instance, be
the same as the basis of the respective shares of Grand Premier Capital
Stock surrendered in exchange therefor. |
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6. The holding period
of the Old Kent Capital Stock to be received by holders of Grand Premier
Capital Stock will, in each instance, include the period during which the
Grand Premier Capital Stock surrendered in exchange therefor was held,
provided that the |
WARNER NORCROSS & JUDD LLP
Old Kent Financial Corporation
Grand Premier Financial, Inc.
December 23, 1999
Page 5
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Grand Premier Capital Stock was, in each instance,
held as a capital asset in the hands of the stockholders of Grand Premier
at the Effective Time. |
We express no opinion about the tax treatment of the transaction under
other provisions of the Code and regulations or about the tax treatment
of any conditions existing at the time of, or the effects resulting from,
the Merger that are not specifically covered above.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the references to our firm in the Registration Statement.
This opinion is rendered for the purposes of Item 21 of Form S-4 and Item
601 of Regulation S-K, may be relied upon only by you and the Commission
and may not be used, quoted or referred to or filed for any other purpose
without our prior written permission.
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WARNER NORCROSS & JUDD LLP
By /s/ Stephen R. Kretschman
Stephen R. Kretschman, a Partner |
