Exhibit 8
, 1999
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Wesbanco, Inc.
One Bank Plaza
Wheeling, West Virginia 26003
The Heritage Bank of Harrison County, Inc.
140 West Main Street
P.O. Box 1110
Clarksburg, West Virginia 26302-1110
Ladies and Gentlemen:
You have requested our opinion regarding certain federal income tax
consequences of a transaction ("MERGER") in which The Heritage Bank of Harrison
County, Inc. ("HERITAGE"), a West Virginia banking corporation, will merge with
and into Wesbanco Bank Fairmont, Inc. ("FAIRMONT"), a West Virginia banking
corporation and wholly owned subsidiary of Wesbanco, Inc. ("WESBANCO"), with
Fairmont surviving. Pursuant to the Agreement and Plan of Merger entered into by
Wesbanco, Fairmont and Heritage on November 10, 1998, as amended on February 19,
1999 ("MERGER AGREEMENT"), the outstanding shares of common stock of Heritage
will be converted into shares of common stock of Wesbanco.
In delivering this opinion, we have reviewed and relied upon the
Merger Agreement (including Exhibits), the Proxy Statement/Prospectus included
in the Registration Statement on Form S-4 filed by Wesbanco with the Securities
and Exchange Commission on March , 1999 (the "PROXY STATEMENT/ PROSPECTUS")
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and such other documents pertaining to the Merger as we have deemed necessary or
appropriate. We have also relied upon certificates of officers of Wesbanco,
Fairmont and Heritage respectively (the "OFFICERS' CERTIFICATES") dated as of
the date hereof. Unless otherwise defined, capitalized terms referred to herein
have the meanings set forth in the Proxy/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 (or will be by the Effective Time) due execution and delivery of all
documents where due execution and delivery are prerequisites to effectiveness
thereof;
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 Merger will be reported by Wesbanco, Fairmont and Heritage on
their respective federal income tax returns in a manner consistent with the
opinion set forth below.
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 (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 and at the Effective Time, and the application of
the federal income tax laws to the Merger does not change from the date hereof
to the Effective Time, then:
(a) The Merger will be treated for federal income tax purposes
as a tax-free reorganization within the meaning of sections 368(a)(1)(A) and
368(a)(2)(D) of the Internal Revenue Code of 1986, as amended ("CODE");
(b) Wesbanco, Heritage and Fairmont will each be a "party to
the reorganization" as defined in Code Section 368(b); and
(c) The discussion set forth under the caption "THE MERGER -
Certain Federal Income Tax Consequences of the Merger" in the Proxy/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.
This opinion represents and is based upon our best judgment
regarding the application of federal income tax laws arising under the Code,
existing judicial decisions, administrative regulations and published rulings
and procedures. No assurance can be given that future legislative, judicial or
administrative changes would not adversely affect the accuracy of the
conclusions stated herein. Nevertheless, we undertake no responsibility to
advise you of any new developments in the application or interpretation of the
federal income tax laws.
This opinion addresses only the classification of the Merger as a
tax-free reorganization under Sections 368(a)(1)(A) and 368(a)(2)(D) of the
Code, 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). In the event any one
of the statements, representations, warranties or assumptions upon which we have
relied to issue this opinion is incorrect, our opinion might be adversely
affected and may not be relied upon.
We hereby consent to the filing with the Securities and Exchange
Commission of this opinion as an exhibit to the Registration Statement and to
the reference to us under the caption "Certain Federal Income Tax Consequences
of the Merger" in the Registration Statement and the Proxy Statement/Prospectus
included therein.
Very truly yours,
KIRKPATRICK & LOCKHART LLP