EXHIBIT 8
WARNER NORCROSS & JUDD LLP
Attorneys At Law
900 Old Kent Building
111 Lyon Street, N.W.
Grand Rapids, Michigan 49503-2489
Telephone: (616) 752-2000
Fax: (616) 752-2500
September 27, 1996
Old Kent Financial Corporation Seaway Financial Corporation
One Vandenberg Center 200 S. Riverside Avenue
Grand Rapids, Michigan 49503 St. Clair, Michigan 48079
You have each requested our opinion regarding the federal income
tax consequences of the proposed affiliation of Seaway Financial
Corporation ("Seaway") with Old Kent Financial Corporation ("Old Kent")
through the proposed merger (the "Merger") of Seaway into Old Kent under
the terms of an Agreement and Plan of Merger dated as of August 21, 1996
(the "Merger Agreement"), between Old Kent and Seaway. Capitalized terms
not defined herein shall have the meanings ascribed to them in the Merger
Agreement.
Seaway will be merged into Old Kent under the laws of the state
of Michigan and in accordance with the Merger Agreement. In the Merger,
all of the issued and outstanding shares of Seaway Common Stock will be
converted into shares of Old Kent Common Stock.
This opinion is provided to satisfy the conditions precedent to
the Merger set forth in Sections 6.6 and 7.5 of the Merger Agreement. This
opinion is based upon facts regarding the Merger as described in the
Prospectus and Proxy Statement contained in the Registration Statement and
on the following assumptions:
1. The fair market value of the Old Kent Common Stock to be
received by each Seaway shareholder will be approximately equal to the
fair market value of the Seaway Common Stock surrendered in the
Merger.
2. There is no plan or intention by shareholders of Seaway to
sell, exchange, or otherwise dispose of a number of shares of Old Kent
Common Stock received in the transaction that would reduce Seaway
shareholders' ownership of Old Kent Common Stock to a number of shares
having a value, as of the effective date of the transaction, of less
than fifty percent of the value of all of the formerly outstanding
stock of Seaway at the same date. For purposes of this assumption,
shares of Seaway Common Stock exchanged for cash in lieu of fractional
WARNER NORCROSS & JUDD LLP
Old Kent Financial Corporation
Seaway Financial Corporation
September 27, 1996
Page 2
shares of Old Kent Common Stock are treated as outstanding Seaway
Common Stock on the date of the transaction.
3. Old Kent has no plan or intention to reacquire any of the
Old Kent Common Stock issued in the transaction.
4. Old Kent has no plan or intention to sell or otherwise
dispose of any of the assets of Seaway acquired in the transaction,
except for dispositions made in the ordinary course of business or
transfers described in Section 368(a)(2)(C) of the Internal Revenue
Code of 1986, as amended (the "Code").
5. The liabilities of Seaway to be assumed by Old Kent and the
liabilities to which the assets of Seaway to be transferred are
subject were incurred by Seaway in the ordinary course of its
business.
6. Following the transaction, Old Kent will continue the
historic business of Seaway or use a significant portion of Seaway's
historic business assets in a business.
7. Each of Old Kent, Seaway, and the shareholders of Seaway
will pay their respective expenses, if any, incurred in connection
with the transaction.
8. There is no intercorporate indebtedness existing between Old
Kent and Seaway that was issued, acquired, or will be settled at a
discount.
9. Old Kent does not own, nor has it owned during the past five
years, any shares of the stock of Seaway.
10. On the date of the transaction, the fair market value of the
assets of Seaway will exceed the sum of its liabilities, if any, to
which the assets are subject.
11. Seaway 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.
12. None of the compensation received by any shareholder-
employees of Seaway will be separate consideration for or allocable
to, any of their shares of Seaway Common Stock; none of the shares of
WARNER NORCROSS & JUDD LLP
Old Kent Financial Corporation
Seaway Financial Corporation
September 27, 1996
Page 3
Old Kent Common Stock received by any shareholder-employees of Seaway
will be separate consideration for, or allocable to, any employment
agreement; and the compensation paid to any shareholder-employees will
be for services actually rendered and will be commensurate with
amounts paid to third parties bargaining at arm's length for similar
services.
Based on the facts and assumptions set forth above, and subject
to the limitations and conditions identified in this opinion, it is our
opinion that the Merger of Seaway with and into Old Kent would give rise to
the following federal income tax consequences under the Code:
1. The Merger of Seaway with and into Old Kent will constitute
a reorganization within the meaning of Section 368(a)(1)(A) of the
Code, and Old Kent and Seaway will each be "a party to a
reorganization" within the meaning of Section 368(b) of the Code.
2. The basis of the assets of Seaway to be received by Old
Kent will be the same as the basis of those assets in the hands of
Seaway immediately prior to the Merger.
3. No gain or loss will be recognized by Seaway upon the
transfer of its assets to Old Kent in exchange for Old Kent Common
Stock and the assumption by Old Kent of the liabilities of Seaway.
4. The holding period of the assets of Seaway to be received by
Old Kent will include the holding period of those assets in the hands
of Seaway immediately prior to the Merger.
5. No gain or loss will be recognized by Old Kent upon the
receipt by Old Kent of the assets of Seaway in exchange for the Old
Kent Common Stock and the assumption by Old Kent of the liabilities of
Seaway.
6. No gain or loss will be recognized by the shareholders of
Seaway who receive shares of Old Kent Common Stock in exchange for all
of their shares of Seaway Common Stock, except to the extent of any
cash received in lieu of a fractional share of Old Kent Common Stock.
7. The basis of Old Kent Common Stock (including fractional
share interests) to be received by shareholders of Seaway will, in
each instance, be the same as the basis of the respective shares of
Seaway Common Stock surrendered in exchange therefor.
WARNER NORCROSS & JUDD LLP
Old Kent Financial Corporation
Seaway Financial Corporation
September 27, 1996
Page 4
8. The holding period of the Old Kent Common Stock to be
received by shareholders of Seaway will, in each instance, including
the period during which the Seaway Common Stock surrendered in
exchange therefor was held, provided that the Seaway Common Stock was,
in each instance, held as a capital asset in the hands of the
shareholders of Seaway at the Effective Time of the Merger.
We express no opinion about the tax treatment of the Merger under
other provisions of the Code and regulations or about the tax treatment of
any conditions existing at the time of, or the effects resulting from, the
Merger that are not specifically covered above.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to this opinion and our firm
in the Registration Statement.
WARNER NORCROSS & JUDD LLP
By /S/ STEPHEN R. KRETSCHMAN
Stephen R. Kretschman, a Partner
TLR:rak