EXHIBIT 8.1
[LETTERHEAD OF WARNER NORCROSS & JUDD LLP]
April 27, 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 OKFC Acquisition Corporation ("MergerSub") into
CFSB under the terms of an Agreement and Plan of Merger dated as of
February 24, 1999 (the "Merger Agreement"), among Old Kent, MergerSub and
CFSB, followed by the liquidation of CFSB. Capitalized terms not defined
herein shall have the meanings ascribed to them in the Merger Agreement.
MergerSub will be merged into CFSB 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. Immediately after
the Merger, CFSB will be liquidated and dissolved, and all of its assets
and liabilities will be transferred to and assumed by Old Kent.
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
exchange.
2. Old Kent has no plan or intention to reacquire any of the
Old Kent Common Stock issued in the transaction, other than purchases
of stock in the open market in the normal course of business executed
through an independent broker in which Old Kent is not aware of the
identity of any seller. Old Kent did not create and has not modified
its stock repurchase program in connection with the acquisition of
CFSB.
WARNER NORCROSS & JUDD LLP
Old Kent Financial Corporation
CFSB Bancorp, Inc.
April 27, 1999
Page 2
3. Old Kent will acquire at least 90% of the fair market value
of the net assets and at least 70% of the fair market value of the
gross assets held by CFSB immediately prior to the transaction. For
purposes of this assumption, amounts paid by CFSB to dissenters,
amounts used by CFSB to pay its reorganization expenses, amounts paid
by CFSB to shareholders who receive cash or other property and all
redemptions and distributions (except for regular, normal dividends)
made by CFSB immediately preceding the transaction will be included as
assets of CFSB held immediately prior to the transaction.
4. Old Kent will acquire solely for voting stock property of
CFSB having a fair market value which is at least 80% of the fair
market value of all of the property of CFSB.
5. Old Kent has formed MergerSub solely for the purpose of the
acquisition transaction. MergerSub will not engage in any business
other than as necessary incident to its merger into CFSB.
6. Immediately after the Merger, Old Kent will liquidate and
dissolve CFSB as part of an overall plan for Old Kent to acquire the
assets of CFSB.
7. 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").
8. 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.
9. 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.
10. Each of Old Kent, CFSB, and the stockholders of CFSB will
pay their respective expenses, if any, incurred in connection with the
transaction.
WARNER NORCROSS & JUDD LLP
Old Kent Financial Corporation
CFSB Bancorp, Inc.
April 27, 1999
Page 3
11. There is no intercorporate indebtedness existing between Old
Kent and CFSB that was issued, acquired, or will be settled at a
discount.
12. No party to the transaction is an investment company as
defined in Section 368(a)(2)(F)(iii) and (iv) of the Code.
13. Old Kent does not own, nor has it owned during the past five
years, any shares of the stock of CFSB.
14. 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.
15. 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.
16. None of the compensation or other payments 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.
17. The payment of cash to CFSB stockholders in lieu of
fractional shares of Old Kent Common Stock will not be separately
bargained for consideration, but will be undertaken solely for the
purpose of avoiding the expense and inconvenience of issuing and
transferring fractional shares.
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 MergerSub into CFSB will be disregarded and the
acquisition of the stock of CFSB and its liquidation by Old Kent will be
WARNER NORCROSS & JUDD LLP
Old Kent Financial Corporation
CFSB Bancorp, Inc.
April 27, 1999
Page 4
treated for federal income tax purposes as the acquisition by Old Kent of
the substantially all of the assets of CFSB in exchange for Old Kent Common
Stock and the assumption by Old Kent of the liabilities of CFSB followed by
a distribution from CFSB to its stockholders of the Old Kent Common Stock
in exchange for their CFSB stock in a transaction qualifying as a
reorganization under Section 368(a)(1)(C) of the Code. CFSB and Old Kent
will each be "a party to a reorganization" within the meaning of Section
368(b). In addition:
1. 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.
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. CFSB will not recognize any gain or loss on the transfer of
its assets to Old Kent in exchange for Old Kent Common Stock.
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.
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 date of the exchange.
WARNER NORCROSS & JUDD LLP
Old Kent Financial Corporation
CFSB Bancorp, Inc.
April 27, 1999
Page 5
We express no opinion about the tax treatment of the transaction
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