EXHIBIT 8.1
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
July 3, 1997
Old Kent Financial Corporation
One Vandenberg Center
Grand Rapids, Michigan 49503
Old Kent Capital Trust I
c/o Old Kent Financial Corporation
One Vandenberg Center
Grand Rapids, Michigan 49503
RE: EXCHANGE OF $100,000,000 OF FLOATING RATE SUBORDINATED
CAPITAL INCOME SECURITIES BY OLD KENT CAPITAL TRUST I
Ladies and Gentlemen:
We have acted as special tax counsel ("Tax Counsel") to Old Kent
Financial Corporation, a Michigan corporation (the "Company"), and Old Kent
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 of the Registration Statement of the Trust and the Company on
Form S-4 (Registration No. 333-26183) filed with the Securities and
Exchange Commission on April 30, 1997, pursuant to the Securities Act of
1933, as amended (the "Registration Statement") with respect to the
exchange of registered Floating Rate Subordinated Capital Income Securities
(the "New Capital Securities") for the unregistered Floating Rate
Subordinated Capital Income Securities (the "Old Capital Securities")
issued pursuant to the Trust's Amended and Restated Declaration of Trust,
dated as of January 31, 1997 (the "Declaration"), among the Company, as
Sponsor, Bankers Trust Company, as the initial Property Trustee, Bankers
Trust (Delaware), a Delaware corporation, as the initial Delaware Trustee,
and the initial Regular Trustees named therein.
The Capital Securities are guaranteed by the Company with respect
to the payment of distributions and payments upon liquidation, redemption
and otherwise pursuant to, and to the extent set forth in, the Guarantee
Agreement, dated as of January 31, 1997 (the "Guarantee Agreement"),
between the Company and Bankers Trust Company, a New York banking
corporation, as trustee, for the benefit of the holders of the Capital
Securities.
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
January 31, 1997 (the "Indenture"), between the Company and Bankers Trust
Company, a New York banking corporation, as trustee; (iii) a form of the
New Junior Subordinated Debentures; (iv) the Declaration; (v) the Guarantee
Agreement; and (vi) a form of the New Capital Securities. Further, we have
relied upon certain other statements and representations contained in the
Company's letter of representation. 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 the
transactions related to the issuance of the New Junior Subordinated
Debentures and the New Capital Securities will be consummated in accordance
with the terms of the documents and forms of documents described herein and
that the Trust was formed and will be maintained in compliance with the
terms of the Declaration.
On the basis of the foregoing, and subject to the limitations and
assumptions set forth in this letter and the Registration Statement, we
hereby confirm our opinions set forth in the Registration Statement under
the caption "Certain United States Federal Income Tax Consequences."
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 New Capital Securities or
transactions of the type described herein. Our opinion is not binding on
the Internal Revenue Service 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 Michigan and
the opinions we express herein are limited solely to matters governed by
laws of the State of Michigan and the federal law of the United States.
This opinion letter is being delivered to each of the addressees
solely for their benefit and none of the addressees may use, circulate,
quote, publish, other than in the Registration Statement or otherwise refer
to this opinion letter, or the opinions expressed herein for any purpose
without our express written consent. We hereby consent to the use of our
name in the Registration Statement under the captions "Certain United
States Federal Income Tax Consequences" and "Legal Opinions."
WARNER NORCROSS & JUDD LLP
By /S/ STEPHEN R. KRETSCHMAN
Stephen R. Kretschman, a partner