Exhibit 8.1
[Letterhead of Wachtell, Lipton, Rosen & Katz]
August 9, 2019
Hancock Whitney Corporation
Hancock Whitney Plaza
2510 14th Street
Gulfport, Mississippi 39501
Ladies and Gentlemen:
Reference is made to the Registration Statement onForm S-4 (as amended or supplemented through the date hereof, the “Registration Statement”) of Hancock Whitney Corporation, a Mississippi corporation (“Hancock Whitney”), including the proxy statement/prospectus forming a part thereof, relating to the proposed transaction between Hancock Whitney and MidSouth Bancorp, Inc., a Louisiana corporation.
We have participated in the preparation of the discussion set forth in the section entitled “MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER” in the Registration Statement. In our opinion, such discussion of those consequences, insofar as it summarizes United States federal income tax law, and subject to the qualifications, exceptions, assumptions and limitations described therein, is accurate in all material respects.
We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement, and to the references therein to us. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.
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| Very truly yours, |
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| /s/ Wachtell, Lipton, Rosen & Katz |
