Exhibit 8.1
WARNER NORCROSS & JUDD LLP
Attorneys At Law
900 Old Kent Building
111 Lyon Street, N.W.
Grand Rapids, Michigan 49503-2487
Telephone: (616) 752-2000
Fax: (616) 752-2500
June 15, 1998
Old Kent Financial Corporation First Evergreen Corporation
111 Lyon Street, NW 3101 W. 95th Street
Grand Rapids, Michigan 49503 Evergreen Park, Illinois 60805
You have each requested our opinion regarding the federal income
tax consequences of the proposed affiliation of First Evergreen Corporation
("First Evergreen") with Old Kent Financial Corporation ("Old Kent")
through the proposed merger (the "Merger") of First Evergreen into Old Kent
under the terms of an Agreement and Plan of Merger dated as of April 21,
1998 (the "Merger Agreement"), between Old Kent and First Evergreen.
Capitalized terms not defined herein shall have the meanings ascribed to
them in the Merger Agreement.
First Evergreen will be merged into Old Kent under the laws of
the states of Michigan and Delaware and in accordance with the Merger
Agreement. In the Merger, all of the issued and outstanding shares of
First Evergreen Common Stock will be converted into shares of Old Kent
Common Stock, except Dissenting Shares.
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 First Evergreen stockholder will be approximately
equal to the fair market value of the First Evergreen Common Stock
surrendered in the Merger.
WARNER NORCROSS & JUDD LLP
Old Kent Financial Corporation
First Evergreen Corporation
June 15, 1998
Page 2
2. Old Kent has no plan or intention to reacquire any of the
Old Kent Common Stock issued in the transaction, other than as may
occur through open market purchases of Old Kent Common Stock by Old
Kent. Old Kent did not create and has not modified its stock
repurchase program in connection with the acquisition of First
Evergreen.
3. Old Kent has no plan or intention to sell or otherwise
dispose of any of the assets of First Evergreen 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").
4. The liabilities of First Evergreen to be assumed by Old Kent
and the liabilities to which the assets of First Evergreen to be
transferred are subject were incurred by First Evergreen in the
ordinary course of its business.
5. Following the transaction, Old Kent will continue the
historic business of First Evergreen or use a significant portion of
First Evergreen's historic business assets in a business.
6. Each of Old Kent, First Evergreen, and the stockholders of
First Evergreen will pay their respective expenses, if any, incurred
in connection with the transaction.
7. There is no intercorporate indebtedness existing between Old
Kent and First Evergreen that was issued, acquired, or will be settled
at a discount.
8. No party to the transaction is an investment company as
defined in Section 368(a)(2)(F)(iii) and (iv) of the Code.
9. Old Kent does not own, nor has it owned during the past five
years, any shares of the stock of First Evergreen.
10. On the date of the transaction, the fair market value of the
assets of First Evergreen will exceed the sum of its liabilities, if
any, to which the assets are subject.
WARNER NORCROSS & JUDD LLP
Old Kent Financial Corporation
First Evergreen Corporation
June 15, 1998
Page 3
11. First Evergreen 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 stockholder-
employees of First Evergreen will be separate consideration for or
allocable to, any of their shares of First Evergreen Common Stock;
none of the shares of Old Kent Common Stock received by any
stockholder-employees of First Evergreen will be separate
consideration for, or allocable to, any employment agreement; and the
compensation paid to any stockholder-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 First Evergreen with and into Old Kent would
give rise to the following federal income tax consequences under the Code:
1. The Merger of First Evergreen 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 First Evergreen 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 First Evergreen to be received
by Old Kent will be the same as the basis of those assets in the hands
of First Evergreen immediately prior to the Merger.
3. No gain or loss will be recognized by Old Kent upon the
receipt by Old Kent of the assets of First Evergreen in exchange for
the Old Kent Common Stock and the assumption by Old Kent of the
liabilities of First Evergreen.
4. The holding period of the assets of First Evergreen to be
received by Old Kent will include the holding period of those assets
in the hands of First Evergreen immediately prior to the Merger.
WARNER NORCROSS & JUDD LLP
Old Kent Financial Corporation
First Evergreen Corporation
June 15, 1998
Page 4
5. No gain or loss will be recognized by the stockholders of
First Evergreen who receive shares of Old Kent Common Stock in
exchange for all of their shares of First Evergreen Common Stock,
except to the extent of any cash received in lieu of a fractional
share of Old Kent Common Stock.
6. The basis of the Old Kent Common Stock (including fractional
share interests) to be received by stockholders of First Evergreen
will, in each instance, be the same as the basis of the respective
shares of First Evergreen Common Stock surrendered in exchange
therefor.
7. The holding period of the Old Kent Common Stock to be
received by stockholders of First Evergreen will, in each instance,
include the period during which the First Evergreen Common Stock
surrendered in exchange therefor was held, provided that the First
Evergreen Common Stock was, in each instance, held as a capital asset
in the hands of the stockholders of First Evergreen 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 our firm in the Registration
Statement.
This opinion is rendered for the purposes of Item 21 of Form S-4
and Item 601 of Regulation S-K, may be relied upon only by you and the
Commission and may not be used, quoted or referred to or filed for any other
purpose without our prior written permission.
WARNER NORCROSS & JUDD LLP
By /S/ STEPHEN R. KRETSCHMAN
Stephen R. Kretschman, a Partner