EXHIBIT 8.1
[Letterhead of Warner Norcross & Judd LLP]
April 2, 1999
Old Kent Financial Corporation CFSB Bancorp, Inc.
111 Lyon Street N.W. 112 Allegan Street
Grand Rapids, Michigan 49503 Lansing, Michigan 48933
You have each requested our opinion regarding the federal income
tax consequences of the proposed affiliation of CFSB Bancorp, Inc. ("CFSB")
with Old Kent Financial Corporation ("Old Kent") through the proposed
merger (the "Merger") of CFSB into Old Kent under the terms of an Agreement
and Plan of Merger dated as of February 24, 1999 (the "Merger Agreement"),
between Old Kent and CFSB. Capitalized terms not defined herein shall have
the meanings ascribed to them in the Merger Agreement.
CFSB 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 CFSB Common Stock will
be converted into shares of Old Kent Common Stock.
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 CFSB stockholder will be approximately equal to the
fair market value of the CFSB Common Stock surrendered in the Merger.
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 CFSB.
3. Old Kent has no plan or intention to sell or otherwise
dispose of any of the assets of CFSB 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 CFSB to be assumed by Old Kent and the
liabilities to which the assets of CFSB to be transferred are subject
were incurred by CFSB in the ordinary course of its business.
5. Following the transaction, Old Kent will continue the
historic business of CFSB or use a significant portion of CFSB's
historic business assets in a business.
6. Each of Old Kent, CFSB, and the stockholders of CFSB will
pay their respective expenses, if any, incurred in connection with the
transaction.
7. There is no intercorporate indebtedness existing between Old
Kent and CFSB 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 CFSB.
10. On the date of the transaction, the fair market value of the
assets of CFSB will exceed the sum of its liabilities, if any, to
which the assets are subject.
11. CFSB 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 CFSB will be separate consideration for or allocable to,
any of their shares of CFSB Common Stock; none of the shares of Old
Kent Common Stock received by any stockholder-employees of CFSB 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 CFSB with and into Old Kent would give rise to
the following federal income tax consequences under the Code:
1. The Merger of CFSB 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 CFSB 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 CFSB to be received by Old Kent
will be the same as the basis of those assets in the hands of CFSB
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 CFSB in exchange for the Old Kent
Common Stock and the assumption by Old Kent of the liabilities of
CFSB.
4. The holding period of the assets of CFSB to be received by
Old Kent will include the holding period of those assets in the hands
of CFSB immediately prior to the Merger.
5. No gain or loss will be recognized by the stockholders of
CFSB who receive shares of Old Kent Common Stock in exchange for all
of their shares of CFSB 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 CFSB will, in each
instance, be the same as the basis of the respective shares of CFSB
Common Stock surrendered in exchange therefor.
7. The holding period of the Old Kent Common Stock to be
received by stockholders of CFSB will, in each instance, include the
period during which the CFSB Common Stock surrendered in exchange
therefor was held, provided that the CFSB Common Stock was, in each
instance, held as a capital asset in the hands of the stockholders of
CFSB 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