Exhibit 8.1
Form of Kirkpatrick & Lockhart LLP Tax Opinion
_________, 2001
Wesbanco, Inc.
One Bank Plaza
Wheeling
West Virginia, 26003
Ladies and Gentlemen:
We have acted as counsel for Wesbanco, Inc., a West Virginia
corporation (the "Company"), in connection with the preparation and filing of
the Proxy Statement/Prospectus included in the Registration Statement on Form
S-4 (the "Proxy Statement/Prospectus") filed by the Company with the Securities
and Exchange Commission (the "Commission") in connection with a merger (the
"Merger") of American Bancorporation, an Ohio corporation ("American") with and
into AB Corporation, a West Virginia corporation and newly-formed wholly owned
subsidiary of the Company. You have requested our opinion regarding the United
States federal income tax consequences of the Merger.
In connection with this opinion, we have examined and relied
upon the Agreement and Plan of Merger (the "Merger Agreement") by and among the
Company, American, AB and Wesbanco Bank, Inc., a West Virginia banking
corporation and a wholly owned subsidiary of the Company ("Bank") dated February
22, 2001, as amended by the First Amendment to Merger Agreement dated November
5, 2001, the Proxy Statement/Prospectus, the Resolutions of the Boards of
Directors of the Company approving the plan of reorganization, of which the
Merger is an integral part (the "Merger Resolutions"), and such other documents
pertaining to the Merger as we have deemed necessary or appropriate. We have
also relied upon certificates of officers of the Company and American (the
"Officers' Certificates") dated as of the date hereof. Unless otherwise defined,
capitalized terms referred to herein have the meanings set forth in the Merger
Agreement and the Proxy Statement/Prospectus.
In connection with rendering this opinion, we have also
assumed (without any independent investigation) that:
1. Original documents (including signatures) are authentic,
documents submitted to us as copies conform to the original documents, and there
has been by or on the date hereof due execution and delivery of all documents
where due execution and delivery are prerequisites to effectiveness of the
Merger;
Wesbanco, Inc.
_________, 2001
Page 2
2. Any statement made in any of the documents referred to
herein "to the best of the knowledge" of any person or party is correct without
such qualification;
3. 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
that are inconsistent with such representations; and
4. The parties to the Merger will report the Merger on their
federal income tax returns in a manner consistent with the opinion set forth
below.
In rendering our opinion, we have considered the applicable
provisions of the Internal Revenue Code of 1986, as amended (the "Code"),
Treasury Department regulations promulgated thereunder, pertinent judicial
authorities, interpretive rulings of the Internal Revenue Service and such other
authorities as we have considered relevant. It should be noted that statutes,
regulations, judicial decisions and administrative interpretations are subject
to change at any time (possibly with retroactive effect). A change in the
authorities or the inaccuracy of any of the documents or assumptions on which
our opinion is based could affect our conclusions. We undertake no
responsibility to advise you of any new developments in the application or
interpretation of the federal income tax laws.
Based on our examination of the foregoing items and subject to
the assumptions, exceptions, limitations and qualifications set forth herein, we
are of the opinion that, if the Merger is consummated in accordance with the
Merger Agreement, the Merger Resolutions and as described in the Proxy
Statement/Prospectus (without any waiver, breach or amendment of any of the
provisions thereof), the statements set forth in the Officers' Certificates are
true and correct as of the date hereof, then:
(a) The Merger will be treated for federal income tax
purposes as a reorganization within the meaning of Section 368(a) of the Code;
(b) The Company, AB and American will each be a
"party to the reorganization" as defined in Section 368(b) of the Code; and
(c) The discussion set forth under the caption
"CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER" in the Proxy
Statement/Prospectus insofar as it relates to statements of law or legal
conclusions constitutes and specifically represents our opinion with respect to
such statements of law or legal conclusions subject to the exceptions,
limitations and caveats set forth therein and herein.
Wesbanco, Inc.
_________, 2001
Page 3
This opinion addresses only the federal income tax matters as
expressly set forth herein and does not address any other federal, state, local
or foreign tax consequences that may result from the Merger or any other
transaction (including any transaction undertaken in connection with the
Merger).
We hereby consent to the discussion of this opinion in the
Proxy Statement/ Prospectus, to the filing of this opinion as an exhibit to the
Proxy Statement/Prospectus and to the reference to our firm under the heading
"CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER" in the Proxy
Statement/Prospectus. 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, or the rules and regulations of the
Commission thereunder.
Yours truly,
Kirkpatrick & Lockhart LLP