EXHIBIT 8.1
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January 30, 1997
Re: Offer to Exchange 8.60% Capital
Securities for the Outstanding
8.60% Capital Securities
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Provident Bancorp, Inc.
One East Fourth Street
Cincinnati, Ohio 45202
Provident Capital Trust I
c/o Provident Bancorp, Inc.
One East Fourth Street
Cincinnati, Ohio 45202
Ladies and Gentlemen:
We have acted as special tax counsel ("Tax Counsel") to
Provident Bancorp, Inc., an Ohio corporation (the "Company"), and Provident
Capital Trust I, a statutory business trust organized under the Business
Trust Act of the State of Delaware (the "Trust"), in connection with the
preparation and filing by the Company and the Trust with the Securities and
Exchange Commission (the "Commission") of a Registration Statement on Form S-
4 (as amended, the "Registration Statement") under the Securities Act of
1933, as amended (the "Securities Act"), registering the exchange (referred
to collectively herein as the "Exchange"), of: (i) up to $100,000,000
aggregate liquidation amount of 8.60% Capital Securities (the "New Capital
Securities"), which will have been registered under the Securities Act
pursuant to the Registration Statement, for a like liquidation amount of the
Trust's outstanding 8.60% Capital Securities (the "Old Capital Securities");
(ii) the Company's guarantee (which is set forth in the Guarantee Agreement,
dated November 27, 1996, between the Company and The Bank of New York, as
trustee (the "Old Guarantee Trustee")) of the payment of distributions and
payments upon liquidation or redemption of the Old Capital Securities (the
"Old Guarantee Agreement") for a like guarantee (which will be set forth in
the new Guarantee Agreement between the Company and The Bank of New York, as
trustee (the "New Guarantee Trustee")) of the New Capital Securities (the
"New Guarantee Agreement"), which will have been registered under the
Securities Act pursuant to the Registration Statement; and (iii) all of the
Company's outstanding 8.60% Junior Subordinated Debentures (the "Old Junior
Subordinated Debentures") for a like aggregate principal amount of 8.60%
Junior Subordinated Debentures (the "New Junior Subordinated Debentures"),
which will have been registered under the Securities Act pursuant to the
Registration Statement.
All capitalized terms used in this opinion letter and not
otherwise defined herein shall have the meaning ascribed to such terms in the
Registration Statement.
In delivering this opinion letter, we have reviewed and relied
upon: (i) the Registration Statement; (ii) the Indenture, dated as of
November 27, 1996 (the "Indenture"), between the Company and The Bank of New
York, as trustee (the "Indenture Trustee"); (iii) forms of the Old Junior
Subordinated Debentures and the New Junior Subordinated Debentures; (iv) the
Amended and Restated Declaration of Trust, dated as of November 27, 1996 (the
"Declaration"), among the Company, as Sponsor, The Bank of New York, as the
initial Property Trustee, The Bank of New York (Delaware), as the initial
Delaware Trustee and the initial Regular Trustees named therein; (v) the Old
Guarantee Agreement and a form of the New Guarantee Agreement; and (vi) forms
of the Trust Securities. Further, we have relied upon certain other
statements and representations contained in the Company's letter of
representation dated November 27, 1996. We also have examined and relied
upon originals or copies, certified or otherwise identified to our
satisfaction, of such records of the Company and the Trust and such other
documents, certificates and records as we have deemed necessary or
appropriate as a basis for the opinions set forth herein.
In our examination of such material, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to
us as originals and the conformity to original documents of all copies of
documents submitted to us. In addition, we also have assumed that (i) the
transactions related to the original issuance of the Old Junior Subordinated
Debentures, the Old Capital Securities and the Common Securities were
consummated in accordance with the terms of the documents and forms of
documents described herein and (ii) the Exchange will be consummated in
accordance with the terms of such documents and forms of documents.
On the basis of the foregoing and assuming that the Trust was
formed and will be maintained in compliance with the terms of the
Declaration, we hereby confirm (i) our opinions set forth in the Registration
Statement under the caption "Certain United States Federal Income Tax
Consequences" and (ii) that, subject to the qualifications set forth therein,
the discussion set forth in the Registration Statement under such caption is
an accurate summary of the United States federal income tax matters described
therein.
We express no opinion with respect to the transactions referred
to herein or in the Registration Statement other than as expressly set forth
herein. Moreover, we note that there is no authority directly on point
dealing with securities such as the Trust Securities or transactions of the
type described herein and that our opinion is not binding on the Internal
Revenue Service ("IRS") or the courts, either of which could take a contrary
position. Nevertheless, we believe that if challenged, the opinions we
express herein would be sustained by a court with jurisdiction in a properly
presented case.
Our opinion is based upon the Code, the Treasury regulations
promulgated thereunder and other relevant authorities and law, all as in
effect on the date hereof. Consequently, future changes in the law may cause
the tax treatment of the transactions referred to herein to be materially
different from that described above.
We are admitted to practice law only in the State of New York
and the opinions we express herein are limited solely to matters governed by
the federal law of the United States.
We hereby consent to the use of this opinion for filing as
Exhibit 8.1 to the Registration Statement and the use of our name in the
Registration Statement under the captions "Certain United States Federal
Income Tax Consequences" and "Legal Matters".
Very truly yours,
/s/ Simpson Thacher & Bartlett