Exhibit 8.1
KNUDSEN, BERKEIMER, RICHARDSON & ENDACOTT
ATTORNEYS AT LAW
1000 NBC CENTER
LINCOLN, BEBRASKA 68508-1474
TELEPHONE (402) 475-7011
FACSIMILE (402) 475-8912
December 8, 1994
Stockholders and Board of Directors
Standard Bancorporation, Inc.
c/o W. Grant Gregory
375 Park Avenue
Suite 307
New York, NY 10152
Re: Certain Federal Income Tax Consequences of Merger
Gentlemen:
You have requested our opinion as to certain federal
income tax consequences of the proposed merger (the "Merger") of
Standard Bancorporation, Inc., a Nebraska corporation ("SBI"), with
and into Fourth Financial Corporation ("Fourth"), a Kansas
corporation, pursuant to an Agreement and Plan of Reorganization
dated as of September 2, 1994 (as amended December 7, 1994), by and
between SBI, Fourth and all of the Stockholders of SBI, including
Chris J. Murphy (the "Agreement"), and a related Agreement and
Articles of Merger between SBI and Fourth (the "SBI Merger
Agreement"). Unless otherwise defined, capitalized terms used
herein have the meanings assigned to them in the Agreement.
The Agreement provides that at the Effective Time, SBI
will be merged with and into Fourth in accordance with the laws of
the State of Nebraska and the State of Kansas. As a result of the
Merger, the separate corporate existence, identity, and
organization of SBI, except as specifically provided by law and the
Agreement, will cease. Fourth will be the surviving corporation of
the Merger and will succeed to and possess all the assets,
properties, powers, privileges, rights, and immunities of SBI and
will be subject to all liabilities, obligations, limitations, and
duties of SBI as described in the Agreement. By virtue of the
Merger, the shares of SBI Capital Stock will be converted to shares
of Fourth Stock as set forth in the Agreement. No fractional
shares of Fourth Stock will be issued. Except for cash paid to
shareholders of SBI in lieu of fractional shares, no cash will be
paid to holders of SBI Capital Stock in consideration for the
exchange of their shares pursuant to the Merger.
In delivering our opinion, we have reviewed the Agreement
and have assumed that the representations and warranties therein
are and will remain true, correct and complete and that the parties
have complied with and will continue to comply with the covenants
therein. We have assumed that all of the Fourth Stock will be
issued in exchange for SBI Capital Stock and that no Fourth Stock
will be issued for dividend arrearages on the SBI Preferred Stock.
We have assumed that the Merger will be consummated in accordance
with the terms and conditions of the Agreement and the SBI Merger
Agreement. In addition, we have reviewed the Proxy Statement-
Prospectus of Fourth and SBI to be filed with the Securities and
Exchange Commission (the "SEC") in an S-4 Registration Statement,
and have assumed that the statements therein are and will remain
true, correct and complete. We have requested, received and
expressly rely on, representations from the Stockholders of SBI and
from the management of SBI and Fourth.
Based upon the foregoing, and assuming the Merger is
consummated in accordance with the terms of the Agreement, we are
of the opinion that for federal income tax purposes:
1. The Merger will constitute a reorganization within
the meaning of Section 368(a)(1)(A) of the Code. SBI and Fourth
will each be a "party to a reorganization" within the meaning of
Section 368(b) of the Code.
2. The SBI Stockholders will recognize no gain or loss
upon the exchange of SBI Capital Stock solely for Fourth Stock.
Section 354(a)(1) of the Code.
3. The basis of the Fourth Stock to be received by the
SBI Stockholders solely in exchange for SBI Capital Stock will be
the same as the basis of SBI Capital Stock surrendered in exchange
therefor. Section 358(a)(1) of the Code.
4. The holding period of the Fourth Stock to be
received by the SBI Stockholders will include, in each instance,
the period during which the SBI Capital Stock surrendered in
exchange therefor was held, provided that the SBI Capital Stock is
a capital asset in the hands of the SBI Stockholders on the date of
the Merger. Section 1223(1) of the Code.
5. A Stockholder of SBI who receives cash in lieu of a
fractional share interest of Fourth Stock will be treated as
receiving a distribution in full payment in exchange for his or her
fractional share interest provided the redemption is not
essentially equivalent to a dividend.
The foregoing opinions do not and are not intended to
cover all of the possible federal income tax consequences of the
Merger. Further, no opinions are expressed as to the tax
consequences of the transactions contemplated by the Agreement, if
any, under applicable foreign, state and local tax laws. Moreover,
the foregoing opinions are based on existing law and
interpretations. There can be no assurance that existing Code
provisions will not be amended, and, if amended, will not be made
retroactive. In such event the opinions herein expressed may be
adversely affected. We assume no responsibility with respect to
any such legislative changes or interpretations thereof. Moreover,
we assume no responsibility for any material changes in the facts
or the Agreement from the date hereof that would render the
foregoing opinions inaccurate; however, as of this date nothing has
come to our attention that would indicate there will be a material
change in facts or the Agreement between the date of this letter
and consummation of the Merger.
We consent to the filing of this opinion as an exhibit to
the Proxy Statement-Prospectus and to the reference to Knudsen,
Berkheimer, Richardson & Endacott, under the caption "The Agreement
and Proposed Merger--Certain Federal Income Tax Consequences" in
the Proxy Statement-Prospectus and the Registration Statement.
We are delivering this opinion solely for the benefit of
the addressees hereof with the understanding that, without our
prior written consent, it will not be made available to any other
person, firm, corporation or other entity.
Very truly yours,
/s/KNUDSEN, BERKHEIMER, RICHARDSON &
ENDACOTT
KNUDSEN, BERKHEIMER, RICHARDSON & ENDACOTT
RJRdas