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[FENWICK & WEST LETTERHEAD]
EXHIBIT 8.01
November 4, 1999
Intuit, Inc.
2550 Garcia Ave.
Mountain View, California 94043
Attention: Board of Directors
Re: EXHIBIT TAX OPINION RENDERED IN CONNECTION WITH THE FILING
OF AN S-4 REGISTRATION STATEMENT IN CONNECTION WITH THE
MERGER TRANSACTION BETWEEN AND AMONG INTUIT, INC., MERGER
SUB 1, INC., AND ROCK FINANCIAL CORPORATION.
Ladies and Gentlemen:
We have been requested to render this opinion concerning certain matters
of U.S. federal income tax law in connection with the proposed merger (the
"MERGER") involving Rock Financial Corporation, a corporation organized and
existing under the laws of the State of Michigan ("ROCK") and Merger Sub 1,
Inc., a corporation organized and existing under the laws of State of Michigan
("MERGER SUB 1"), which is a wholly owned first tier subsidiary of Intuit, Inc.,
a corporation organized and existing under the laws of the State of Delaware
("PARENT"). The Merger is further described in and is in accordance with the
Securities and Exchange Commission Form S-4 Registration Statement to be filed
on November 5, 1999, and related Exhibits thereto, (the "S-4 REGISTRATION
STATEMENT"). Our opinion has been requested solely in connection with the filing
of the S-4 Registration Statement with the Securities and Exchange Commission
with respect to the Merger.
The Merger is structured as a statutory merger of Merger Sub 1 with and
into Rock, with Rock surviving the merger and becoming a wholly-owned subsidiary
of Parent, all pursuant to the applicable corporate laws of the State of
Michigan, the State of Delaware, and in accordance with the Agreement and Plan
of Merger by and among Merger Sub 1, Parent, and Rock, dated as of October 6,
1999, and exhibits thereto (collectively, the "MERGER AGREEMENT"). Except as
otherwise indicated, capitalized terms used herein have the meanings set forth
in the Merger Agreement. All section references, unless otherwise indicated, are
to the Internal Revenue Code of 1986, as amended (the "CODE").
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We have acted as legal counsel to Parent and Merger Sub 1 in connection
with the Merger. As such, and for the purpose of rendering this opinion, we have
examined and are relying upon (without any independent investigation or review
thereof) the truth and accuracy, at all relevant times, of the statements,
covenants, representations and warranties contained in the following documents
(including all schedules and exhibits thereto), among others:
1. The Merger Agreement;
2. A Tax Matters Certificate of Parent and Merger Sub 1 dated November
4, 1999, signed by an authorized officer of each of Parent and Merger Sub 1 and
delivered to us from Parent and Merger Sub 1, and incorporated herein in its
entirety by reference (a copy of which is attached hereto as Exhibit A); and
3. A Tax Matters Certificate of Rock dated November 4, 1999, signed by
an authorized officer of Rock and delivered to us from Rock, and incorporated
herein in its entirety by reference (a copy of which is attached hereto as
Exhibit B.
In connection with rendering this opinion, we have assumed or obtained
representations and are relying thereon (without any independent investigation
or review thereof) that:
a. Original documents (including signatures thereto) are authentic,
documents submitted to us as copies conform to the original documents, and that
all such documents have been (or will be by the Effective Time of the Merger)
duly executed and delivered where due execution and delivery are prerequisites
to the effectiveness thereof;
b. Any representation or statement made "to the best of knowledge"
or otherwise similarly qualified is correct without such qualification, and all
statements and representations, whether or not qualified, are true and will
remain true through the Effective Date, and thereafter where relevant;
c. All statements, descriptions and representations contained in any
of the documents referred to herein or otherwise made to us are true and correct
in all material respects and no actions have been (or will be) taken which are
inconsistent with such representations;
d. All covenants contained in the Merger Agreement (including
exhibits thereto) are performed without waiver or breach of any material
provision thereof;
e. The Merger will be consummated pursuant to the Merger Agreement
and will be effective under the laws of the States of Michigan and Delaware;
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f. At all relevant times prior to and including the Effective Date,
(i) no outstanding indebtedness of Parent, Merger Sub 1, or Rock has represented
or will represent equity for tax purposes; (ii) no outstanding equity of Parent,
Merger Sub 1 or Rock has represented or will represent indebtedness for tax
purposes; (iii) no outstanding security, instrument, agreement or arrangement
that provides for, contains, or represents either a right to acquire Rock
capital stock or to share in the appreciation thereof constitutes or will
constitute "stock" for purposes of Section 368(c) of the Code; and
g. Rock and Merger Sub 1 will report the Merger on their respective
U.S. federal income tax returns in a manner consistent with the opinion set
forth below, and will comply with all reporting obligations set forth in the
Code and the Treasury Regulations promulgated thereunder.
In addition to the above, our opinion is conditioned on the delivery of
an opinion of counsel to Merger Sub 1 from Honigman Miller Schwartz and Cohn
rendered in connection with the filing of the S-4 Registration Statement and
that such opinion will not have been withdrawn prior to the Effective Date.
Based on the foregoing documents, materials, assumptions and
information, and subject to the qualifications and assumptions set forth herein,
we are of the opinion that, if the Merger is consummated in accordance with the
provisions of the Merger Agreement (and without any waiver, breach or amendment
of any of the provisions thereof), the Merger will be a "reorganization" for
U.S. federal income tax purposes within the meaning of Section 368(a) of the
Code and Parent, Merger Sub 1 and Rock each will be a "party to the
reorganization" within the meaning of Section 368(b) of the Code.
Our opinions set forth above are based on the existing provisions of the
Code, Treasury Regulations (including Temporary Treasury Regulations)
promulgated under the Code, published Revenue Rulings, Revenue Procedures and
other announcements of the Internal Revenue Service (the "SERVICE") and existing
court decisions, any of which could be changed at any time. Any such changes
might be retroactive with respect to transactions entered into prior to the date
of such changes and could significantly modify the opinions set forth above.
Nevertheless, we undertake no responsibility to advise you of any subsequent
developments in the application, operation or interpretation of the U.S. federal
income tax laws.
Our opinion concerning certain of the U.S. federal income tax
consequences of the Merger are limited to the specific U.S. federal income tax
consequences presented above. No opinion is expressed as to any transaction
other than the Merger, including any transaction undertaken in connection with
the Merger. In addition, this opinion does not address any estate, gift, state,
local or foreign tax consequences that may result from the Merger. In
particular, we express no opinion regarding: (i) the amount, existence, or
availability after the Merger, of any of the U.S. federal income tax attributes
of Merger Sub 1, Parent, or Rock; (ii) any transaction in which Rock Common
Stock is acquired or Parent Common Stock is disposed other than pursuant
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to the Merger; (iii) the potential application of the "disqualifying
disposition" rules of Section 421 of the Code to dispositions of Rock Common
Stock; (iv) the effects of the Merger and Parent's assumption of outstanding
options to acquire Rock stock on the holders of such options under any Rock
employee stock option or stock purchase plan, respectively; (v) the effects of
the Merger on any Rock stock acquired by the holder subject to the provision of
Section 83(a) of the Code; (vi) the effects of the Merger on any payment which
is or may be subject to the provisions of Section 280G of the Code; (vii) the
application of the collapsible corporation provisions of Section 341 of the Code
to Merger Sub 1, Parent, or Rock as a result of the Merger; (viii) the
application of the alternative minimum tax provisions contained in the Code; and
(ix) any special tax consequences applicable to insurance companies, securities
dealers, financial institutions, tax-exempt organizations or foreign persons.
No ruling has been or will be requested from the Service concerning the
U.S. federal income tax consequences of the Merger. In reviewing this opinion,
you should be aware that the opinion set forth above represents our conclusions
regarding the application of existing U.S. federal income tax law to the instant
transaction. If the facts vary from those relied upon (including if any
representations, covenant, warranty or assumption upon which we have relied is
inaccurate, incomplete, breached or ineffective), our opinions contained herein
could be inapplicable. You should be aware that an opinion of counsel represents
only counsel's best legal judgment, and has no binding effect or official status
of any kind, and that no assurance can be given that contrary positions may not
be taken by the Service or that a court considering the issues would not hold
otherwise.
This opinion is being delivered solely for the purpose of being included
as an exhibit to the S-4 Registration Statement; it may not be used or relied
upon or utilized for any other purpose (including, without limitation,
satisfying any conditions in the Merger Agreement) or by any other person or
entity, and may not be made available to any other person or entity, without our
prior written consent. We do, however, consent to the use of this opinion as an
exhibit to the S-4 Registration Statement and to the use of our name in the S-4
Registration Statement wherever it appears.
Very truly yours,
/s/ FENWICK & WEST LLP
------------------------------------------
FENWICK & WEST LLP
A LIMITED LIABILITY PARTNERSHIP INCLUDING
PROFESSIONAL CORPORATIONS
Attachments
Exhibit A - Tax Matters Certificate of Parent and Merger Sub 1 dated
November 4, 1999.
Exhibit B - Tax Matters Certificate of Rock dated November 4, 1999.
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EXHIBIT A
TAX MATTERS CERTIFICATE
November 4, 1999
Honigman Miller Schwartz and Cohn
2290 First National Bldg.
Detroit, MI 48226
Fenwick & West, LLP
Two Palo Alto Square, Suite 800
Palo Alto, California 94306
RE: INTUIT, INC. TAX REPRESENTATIONS IN CONNECTION WITH THE AGREEMENT
AND PLAN OF MERGER MADE AND ENTERED INTO AS OF OCTOBER 6, 1999
AMONG INTUIT, INC., MERGER SUB 1, AND ROCK FINANCIAL CORPORATION.
Ladies and Gentlemen:
This certificate is delivered to you in connection with your
rendering of an opinion regarding certain United States federal income tax
consequences of the merger of Merger Sub 1, a Michigan corporation ("Merger
Sub 1") and wholly owned subsidiary of Intuit, Inc., a Delaware corporation
("Parent"), with and into Rock Financial Corporation, a Michigan corporation
(the "Company"), pursuant to the Agreement and Plan of Merger (the "Merger
Agreement") made and entered into as of October 6, 1999 among Parent, Merger
Sub 1, and the Company, and for purposes of the opinions so to be delivered by
you. Capitalized terms not defined herein shall have the meanings specified in
the Merger Agreement.
A. Statements and Representations. The undersigned hereby certifies
and represents on behalf of Parent and Merger Sub 1 and as to Parent and Merger
Sub 1, after due inquiry and investigation, that the following statements and
representations are true, correct and complete in all respects at the date
hereof and through the Effective Time, and thereafter where relevant.
1. The Merger will be consummated in accordance with the Merger
Agreement.
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2. Neither Parent nor Merger Sub 1 (nor any other subsidiary of
Parent) has acquired or, except as a result of the Merger, will acquire, or has
owned in the past five years, any shares of stock of the Company or other
securities, warrants or instruments giving the holder thereof the right to
acquire Company stock or other securities issued by the Company.
3. The fair market value of the Parent Common Stock and other
consideration received by each Company stockholder will be approximately equal
to the fair market value of the Company stock surrendered in the exchange. In
connection with the Merger, no Company stockholders will receive in exchange for
Company stock, directly or indirectly, any consideration from Parent other than
Parent Common Stock and cash in lieu of a fractional share thereof.
4. Immediately after the Merger, the Company will hold (i) at least
90 percent of the fair market value of the net assets and at least 70 percent of
the fair market value of the gross assets that were held by the Company
immediately prior to the Merger and (ii) at least 90 percent of the fair market
value of the net assets and at least 70 percent of the fair market value of the
gross assets that were held by Merger Sub 1 immediately prior to the Merger. For
purposes of this representation, amounts paid by the Company to dissenters,
amounts paid by the Company to Company stockholders who receive cash or other
property, assets used by the Company to pay its reorganization expenses, and all
redemptions and distributions made by the Company (except for regular, normal
dividends made in the ordinary course of business), will be treated as assets
held by the Company immediately prior to the Merger.
5. Neither Parent, nor any person related to Parent within the
meaning of Treasury Regulation sections 1.368-1(e)(3) (providing the definition
of "related person"), 1.368-1(e)(4) (relating to acquisitions by partnerships)
and 1.368-1(e)(5) (relating to successors and predecessors), has acquired any
shares of Company stock in contemplation of the Merger, or otherwise as part of
a plan of which the Merger is a part, and neither Parent nor any such related
person has any plan or intention to purchase, redeem, or otherwise reacquire any
of the Parent stock issued pursuant to the Merger Agreement following the
Merger, provided that Parent may from time to time engage in open-market
purchases of Parent stock pursuant to a general stock repurchase program of
Parent that has not been created or modified in connection with the Merger.
6. Prior to the Merger, Parent will own all of the capital stock of
Merger Sub 1 and be in control of Merger Sub 1 within the meaning of section
368(c) of the Internal Revenue Code of 1986, as amended (the "Code").
7. Except for transfers described in section 368(a)(2)(C) of the
Code or Treasury Regulation section 1.368-2(k)(2) (allowing the surviving
corporation to transfer stock or assets to a controlled corporation), if any,
Parent has no plan or intention to cause the
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Company, after the Effective Time, to issue additional shares of stock that
would result in Parent losing control of the Company within the meaning of
section 368(c) of the Code.
8. Parent has no plan or intention to (i) liquidate the Company;
(ii) to merge the Company with or into another corporation; (iii) to sell or
otherwise dispose of the stock of the Company except for transfers described in
section 368(a)(2)(C) of the Code or Treasury Regulation section 1.368-2(k); or
(iv) to cause the Company to sell or otherwise dispose of any of its assets or
any of the assets acquired from Merger Sub 1, except for dispositions made in
the ordinary course of business or transfers of assets to a corporation
controlled by the Company.
9. Merger Sub 1 is a corporation newly formed for the purpose of
participating in the Merger and at no time prior to the Effective Time has it
conducted any business activities or had significant assets.
10. Merger Sub 1 will have no liabilities assumed by the Company,
and will not transfer to the Company any assets subject to liabilities, in the
Merger.
11. No liabilities of the Company or the Company stockholders will
be assumed by Parent in the Merger.
12. Following the Merger, Parent will cause the Company to continue
to conduct a significant portion of its "historic business" or use a
"significant portion" of its "historic business" assets in a business, as such
terms are described in Treasury Regulation section 1.368-1(d).
13. Parent, Merger Sub 1, the Company, and the stockholders of the
Company will pay their respective expenses, if any, incurred in connection with
the Merger. Any expenses of the Company paid by Parent are expenses described in
Rev. Rul. 73-54, 1973-1 C.B. 187.
14. There is no intercorporate indebtedness existing between Parent
and the Company or between Merger Sub 1 and the Company that was issued,
acquired, or will be settled at a discount.
15. In the Merger, shares of Company stock representing control of
the Company, as defined in section 368(c) of the Code, will be exchanged solely
for "voting stock" (within the meaning of sections 368(a)(1)(C) and (2)(E) of
the Code) of Parent. For purposes of this representation, shares of Company
stock exchanged for cash or other property furnished directly or indirectly by
Parent or any person related to Parent within the meaning of Treasury Regulation
sections 1.368-1(e)(3), (e)(4) and (e)(5) will be treated as Company stock which
is outstanding at the date of the transaction and which is acquired other than
for voting stock of the Parent.
16. Cash payments to be made to stockholders of the Company in lieu
of fractional shares of Parent stock that would otherwise be issued to such
stockholders in the Merger will be made for the purpose of saving Parent the
expense and inconvenience of issuing
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and transferring fractional shares of Parent stock, and do not represent
separately bargained for consideration. The total cash consideration that will
be paid in the Merger to stockholders of the Company in lieu of fractional
shares of Parent stock will not exceed one percent of the total consideration
that will be issued in the Merger to stockholders of the Company in exchange for
their shares of Company stock. The fractional share interest of each stockholder
of the Company will be aggregated, and no stockholder of the Company will
receive cash in lieu of fractional shares in an amount equal to or greater than
the value of one full share of Parent Common Stock.
17. Neither Parent nor Merger Sub 1 are investment companies, as
defined in sections 368(a)(2)(F)(iii) and (iv) of the Code.
18. None of the compensation to be received by any
shareholder-employees of the Company and designated as compensation will be
separate consideration for, or allocable to, any of their Company stock. None of
the Parent stock to be received by any shareholder-employees of the Company
pursuant to the Merger will be separate consideration for, or allocable to, any
employment agreement. The compensation to be paid to any shareholder-employees
of the Company will be for services actually rendered and will be commensurate
with amounts paid to third parties bargaining at arm's-length for similar
services.
19. The terms of the Merger Agreement and all other agreements
entered into in connection therewith are the product of arm's-length
negotiations.
20. The Merger is being undertaken for purposes of enhancing the
business of Parent and for other good and valid business purposes of Parent.
21. Company stock will be surrendered in the Merger for Parent
Common Stock (and cash in lieu of fractional shares) pursuant to the exchange
ratio set forth in the Merger Agreement, which was the product of an
arm's-length agreement between Parent and the Company as to the relative fair
market values of the Merger Consideration and the Company Common Stock.
22. Neither Parent nor Merger Sub 1 will take any position on any
federal, state or local income or franchise tax return, or take any other tax
reporting position, that is inconsistent with the treatment of the Merger as a
reorganization within the meaning of section 368(a) of the Code, unless
otherwise required by a "determination" (as defined in section 1313(a)(1) of the
Code) or by applicable state or local tax law (and then only to the extent
required by such applicable state or local tax law).
23. Parent and Merger Sub 1 each hereby undertakes to inform each of
you and the Company immediately should any of the foregoing statements or
representations become untrue, incorrect or incomplete in any respect at or
prior to the Effective Time.
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24. The undersigned is authorized to make all of the representations
set forth herein.
B. Reliance by You in Rendering the Opinion. The undersigned
recognizes and agrees that (i) your respective tax opinions will be based on,
among other things, the representations set forth herein and on the statements
contained in the Merger Agreement and documents related thereto, (ii) your
respective tax opinions will be subject to certain limitations and
qualifications including that they may not be relied upon if any such statements
or representations are not accurate in all respects and (iii) the undersigned
acknowledges that such opinions will not address any tax consequences of the
Merger or any action taken in connection therewith except as expressly set
forth in such opinions.
Very truly yours,
INTUIT, INC.
By: /s/ SONITA AHMED
-----------------------------------
Name: Sonita Ahmed
Title: Vice President, Finance &
Controller
MERGER SUB 1, INC.
By: /s/ MARK R. GOINES
-----------------------------------
Name: Mark R. Goines
Title: President
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EXHIBIT B
TAX MATTERS CERTIFICATE
November 4, 1999
Honigman Miller Schwartz and Cohn
2290 First National Bldg.
Detroit, Michigan 48226
Fenwick & West, LLP
Two Palo Alto Square, Suite 800
Palo Alto, California 94306
Re: Rock Financial Corporation Tax Representations in connection with the
Agreement and Plan of Merger made and entered into as of October 6,
1999 among Intuit Inc., Merger Sub 1, and Rock Financial Corporation.
Ladies and Gentlemen:
This certificate is delivered to you in connection with your rendering of
an opinion regarding certain United States federal income tax consequences of
the merger of Merger Sub 1, a Michigan corporation ("Merger Sub 1") and wholly
owned subsidiary of Intuit, Inc., a Delaware corporation ("Parent"), with and
into Rock Financial Corporation, Inc., a Michigan corporation (the "Company"),
pursuant to the Agreement and Plan of Merger (the "Merger Agreement") made and
entered into as of October 6, 1999 among Parent, Merger Sub 1, and the Company,
and for purposes of the opinions so to be delivered by you. Capitalized terms
not defined herein shall have the meanings specified in the Merger Agreement.
A. Statements and Representations. The undersigned hereby certifies and
represents on behalf of the Company and as to the Company, after due inquiry and
investigation, that the following statements and representations are true,
correct and complete in all respects at the date hereof and through the
Effective Time, and thereafter where relevant.
1. The Merger will be consummated in accordance with the Merger
Agreement.
2. Immediately after the Merger, the Company will hold (i) at least
90 percent of the fair market value of the net assets and at least 70 percent of
the fair market value of
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the gross assets that were held by the Company immediately prior to the Merger
and (ii) at least 90 percent of the fair market value of the net assets and at
least 70 percent of the fair market value the gross assets that were held by
Merger Sub 1 immediately prior to the Merger. For purposes of this
representation, amounts paid by the Company to dissenters, amounts paid by the
Company to Company stockholders who receive cash or other property, assets used
by the Company to pay its reorganization expenses, and all redemptions and
distributions made by the Company (except for regular, normal dividends made in
the ordinary course of business), will be treated as assets held by the Company
immediately prior to the Merger. To the best knowledge of management of the
Company, Merger Sub 1 is a corporation newly formed for the purpose of
participating in the Merger and at no time prior to the Merger has had assets
(other than nominal assets contributed by Parent upon formation of Merger Sub 1,
which will be held by the company following the Merger) or business operations.
3. The Company has no plan or intention to issue additional shares
of its stock that would result in Parent losing control of the Company within
the meaning of section 368(c) of the Internal Revenue Code of 1986, as amended
(the "Code").
4. No liabilities of the Company will be assumed by Parent in the
Merger.
5. Following the Merger, the Company will continue to conduct a
significant portion of its "historic business" or use a "significant portion" of
its "historic business" assets in a business, as such terms are described in
Treasury Regulation section 1.368-1(d).
6. Except as otherwise specifically set forth in the Merger
Agreement, each of the Company and the Company stockholders has paid and will
pay their respective expenses, if any, incurred in connection with the Merger,
and the Company has not agreed to assume, nor will it directly or indirectly
assume, any expense or other liability, whether fixed or contingent, of any
Company stockholders.
7. There is no intercorporate indebtedness existing between Parent
and the Company or between Merger Sub 1 and the Company that was issued,
acquired, or will be settled at a discount.
8. In the Merger, shares of Company stock representing control of
the Company, as defined in section 368(c) of the Code, will be exchanged solely
for voting stock of Parent, and Parent will be in control (as defined in section
368(c) of the Code) of the Company immediately after the Effective Time. For
purposes of this representation, shares of Company stock exchanged for cash or
other property furnished directly or indirectly by Parent or any person related
to Parent within the meaning of Treasury Regulation sections 1.368-1(e)(3)
(providing the definition of "related person"), 1.368-1(e)(4) (relating to
acquisitions by partnerships), and 1.368-1(e)(5) (relating to successors and
predecessors) will be treated as Company stock which is outstanding on the date
of the transaction and which is acquired other than for voting stock of the
Parent.
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9. Neither the Company nor any person related to the Company within
the meaning of Treasury Regulation sections 1.368-1(e)(3), (e)(4), and (e)(5)
has purchased, redeemed or otherwise acquired, or made any extraordinary
distributions (as defined in Treasury Regulation section 1.368-1T(e)(1)(ii)(A))
or paid any dividends (other than regular, normal dividends made in the ordinary
course of business) with respect to, any stock of the Company prior to and in
contemplation of the Merger, or otherwise as part of a plan of which the Merger
is a part.
10. At the Effective Time, the Company will not have outstanding any
warrants, options, convertible securities, or any other type of right pursuant
to which any person could acquire stock in the Company that, if exercised or
converted, would affect Parent's acquisition or retention of control of the
Company, as defined in section 368(c) of the Code.
11. The Company is not an investment company, as defined in sections
368(a)(2)(F)(iii) and (iv) of the Code.
12. At the Effective Time, the fair market value of the assets of the
Company will exceed the sum of its liabilities, plus, without duplication, the
amount of liabilities, if any, to which the assets are subject.
13. None of the compensation received or to be received by any
shareholder-employees of the Company and designated as compensation has been or
will be separate consideration for, or allocable to, any of their Company stock.
None of the Parent stock received or to be received by any shareholder-employees
of the Company in the Merger has been or will be separate consideration for, or
allocable to, any employment agreement. The compensation paid or to be paid to
any shareholder-employees of the Company has been or will be for services
actually rendered and has been or will be commensurate with amounts paid to
third parties bargaining at arm's-length for similar services.
14. The Company 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.
15. Company stock will be surrendered in the Merger for Parent Common
Stock and cash in lieu of fractional shares pursuant to the exchange ratio set
forth in the Merger Agreement, which was the product of an arm's-length
agreement between Parent and the Company as to the relative fair market values
of the Merger Consideration and the Company stock.
16. The Company will not take any position on any federal, state or
local income or franchise tax return, or take any other tax reporting position,
that is inconsistent with the treatment of the Merger as a reorganization within
the meaning of section 368(a) of the Code, unless otherwise required by a
"determination" (as defined in section 1313(a)(1) of the Code) or
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by applicable state or local tax law (and then only to the extent required by
such applicable state or local tax law).
17. The terms of the Merger Agreement and all other agreements
entered into in connection therewith are the product of arm's-length
negotiations.
18. The Merger is being undertaken for purposes of enhancing the
business of the Company and for other good and valid business purposes of the
Company.
19. The Company hereby undertakes to inform each of you and Parent
immediately should any of the foregoing statements or representations become
untrue, incorrect or incomplete in any respect at or prior to the Effective
Time.
20. The undersigned is authorized to make all of the representations
set forth herein.
B. Reliance by You in Rendering the Opinion. The undersigned recognizes
and agrees that (i) your respective tax opinions will be based on, among other
things, the representations set forth herein and on the statements contained in
the Merger Agreement and documents related thereto, (ii) your respective tax
opinions will be subject to certain limitations and qualifications including
that they may not be relied upon if any such statements or representations are
not accurate in all respects, and (iii) the undersigned acknowledges that such
opinions will not address any tax consequences of the Merger or any action taken
in connection therewith except as expressly set forth in such opinions.
Very truly yours,
Rock Financial Corporation
By: /s/ MICHAEL D. HOLLERBACH
--------------------------------
Name: Michael D. Hollerbach
Title: President