Exhibit 8
WILLIAMS & ANDERSON, LLP
111 Center Street
Twenty-Second Floor
Little Rock, Arkansas 72201
(501) 372-0800
April __, 1999
Simmons First National Corporation
P. O. Box 7009
Pine Bluff, Arkansas 71611
NBC Bank Corp.
100 West Grove St.
El Dorado, Arkansas 71730
Re: Simmons First National Corporation Registration Statement on Form S-4
Gentlemen:
We have acted as counsel to Simmons First National Corporation, an
Arkansas corporation ("Simmons"), in connection with the proposed merger (the
"Merger") of NBC Bank Corp., an Arkansas corporation ("NBCBC") with and into
Simmons, pursuant to the terms of the Agreement and Plan of Merger, dated as of
March 22, 1999 (the "Agreement") by and between Simmons and NBCBC as described
in the Registration Statement on Form S-4 to be filed by Simmons with the
Securities and Exchange Commission (the "Registration Statement"). This opinion
is being rendered pursuant to the requirements of Item 21(a) of Form S-4 under
the Securities Act of 1933, as amended.
In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
(i) the Agreement, (ii) the Registration Statement and (iii) such other
documents as we have deemed necessary or appropriate in order to enable us to
render the opinions below. In our examination, we have assumed the genuineness
of all signatures, the legal capacity of all natural persons, the authenticity
of all documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified, conformed or
photostatic copies and the authenticity of the originals of such copies. This
opinion is subject to the receipt by counsel prior to the Effective Date of
certain written representations and covenants of Simmons and NBCBC.
Based upon and subject to the foregoing, the discussion contained in
the prospectus included as part of the Registration Statement (the "Prospectus")
under the caption "Certain
Federal Income Tax Consequences", except as otherwise indicated, expresses our
opinion as to the material Federal income tax consequences applicable to
holders of NBCBC Common Stock. You should be aware, however, that the
discussion under the caption "Certain Federal Income Tax Consequences" in
the Prospectus represents our conclusions as to the application of existing law
to the instant transactions. There can be no assurance that contrary
positions may not be taken by the Internal Revenue Service.
This opinion is furnished to you solely for use in connection with the
Registration Statement. We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement. We also consent to the references to
Williams & Anderson LLP under the heading "Certain Federal Income Tax
Consequences" in the Registration Statement and the Prospectus.
Very truly yours,
WILLIAMS & ANDERSON LLP
/s/ Patrick A. Burrow
------------------------
Patrick A. Burrow
PAB/ms