EXHIBIT 8.1
[BROWN & WOOD LLP LETTERHEAD]
September 9, 1997
The Provident Bank
One East Fourth Street
Cincinnati, Ohio 45202
Re: The Provident Bank
Registration Statement on Form S-3
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Ladies and Gentlemen:
We have acted as special tax counsel for The Provident Bank, an Ohio
banking corporation (the "Company"), in connection with the preparation of
the registration statement on Form S-3 (the "Registration Statement")
relating to the Securities (defined below) and with the authorization and
issuance from time to time in one or more series (each, a "Series") of up to
$600,000,000 aggregate principal amount of asset-backed securities (the
"Securities"). The Registration Statement is being filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended. As set
forth in the Registration Statement, each Series of Securities will be issued
under and pursuant to the conditions of a separate pooling and servicing
agreement, master pooling and servicing agreement, pooling agreement, trust
agreement or indenture (each an "Agreement") among the Company, a trustee
(the "Trustee") and, where appropriate, a servicer (the "Servicer"), each to
be identified in the prospectus supplement for such Series of Securities.
We have examined the prospectus and forms of prospectus supplement
related thereto contained in the Registration Statement (each, a
"Prospectus") and such other documents, records and instruments as we have
deemed necessary for the purposes of this opinion (the "Documents").
In arriving at the opinion expressed below, we have assumed that each
Agreement will be duly authorized by all necessary corporate action on the
part of the Company, the Trustee, the Servicer (where applicable) and any
other party thereto for such Series of Securities and will be duly executed
and delivered by the Company, the Trustee, the Servicer and any other party
thereto substantially in the applicable form filed or incorporated by
reference as an exhibit to the Registration Statement, that each Series of
Securities will be duly executed and delivered in substantially the forms set
forth in the related Agreement filed or incorporated by reference as an exhibit
to the Registration Statement, and that Securities will be sold as described
in the Registration Statement.
In addition, in rendering the opinions set forth below, we have made
such investigations of such matters of law as we deemed appropriate as a
basis for the opinions expressed below. Further, we have assumed the
genuineness of all signatures and the authenticity of all Documents submitted
to us as originals. Our opinions are also based on the assumption that there
are no agreements or understandings with respect to the transactions
contemplated in the documents relating to the above-mentioned transaction
other than those contained in the Documents. Furthermore, our opinions are
based on the assumption that all parties to the Documents will comply with
the terms thereof, including all tax reporting requirements contained
therein.
As special tax counsel to the Company, we have advised the Company with
respect to certain material federal income tax aspects of the proposed
issuance of each Series of Securities pursuant to the related Agreement.
Such advice has formed the basis for the description of selected federal
income tax consequences for holders of such Securities that appear under the
heading "Federal Income Tax Consequences" in each Prospectus forming a part
of the Registration Statement. Such description does not purport to discuss
all possible federal income tax ramifications of the proposed issuance of the
Securities, but with respect to those federal income tax consequences
described therein, such description is accurate in all material respects.
The opinions expressed herein are limited as described above, and we do
not express an opinion with respect to any other federal or state law or the
law of any other jurisdiction, except as expressly stated herein. This
opinion is rendered as of the date hereof and we undertake no obligation to
update this opinion or advise you of any changes in the event there is any
change in legal authorities, facts, assumptions or documents on which this
opinion is based (including the taking of any action by any party to the
Documents pursuant to any opinion of counsel or a waiver), or any inaccuracy
in any of the representations, warranties or assumptions upon which we have
relied in rendering this opinion unless we are specifically engaged to do so.
Because the Prospectuses contemplate Series of Securities with numerous
different characteristics, you should be aware that the particular
characteristics of each Series of Securities must be considered in
determining the applicability of this opinion to a particular Series of
Securities.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the references to this firm under the heading
"Certain Material Federal Income Tax Considerations" in each Prospectus
forming a part of the Registration Statement, without admitting that we are
"experts" within the meaning of the 1933 Act or the Rules and Regulations of
the Commission issued thereunder, with respect to any part of the
Registration Statement, including this exhibit.
Very truly yours,