EXHIBIT 8
August , 1994
First Bancshares, Inc.
1431-A Gause Boulevard
Slidell, LA 70459
First Bank
1431-A Gause Boulevard
Slidell, LA 70459
First Commerce Corporation
210 Baronne Street
New Orleans, Louisiana 70112
Re: Agreement and Plan of Merger, dated May 27,
1994, among First Commerce Corporation, First
National Bank of Commerce, First Bancshares,
Inc. and First Bank
To Whom It May Concern:
We have acted as counsel for First Bancshares, Inc. ("FB")
and First Bank ("Bank") in connection with the Agreement and Plan
of Merger, dated May 27, 1994 (the "Plan of Merger"), among First
Commerce Corporation ("Acquiror"), First National Bank of
Commerce ("Acq. Bank"), FB, and Bank, providing, among other
things, for the merger of FB with and into Acquiror and the
merger of Bank with and into Acq. Bank (collectively, the
"Mergers"), as described in that certain Registration Statement
on Form S-4 (the "Registration Statement") filed by Acquiror with
the Securities and Exchange Commission on August 2, 1994
(Registration No. 33-54865) for the registration of 2,860,169
shares of the common stock, $5.00 par value per share, of
Acquiror ("Acquiror Common Stock"). This opinion is being
rendered pursuant to subparagraph (e) of subsection 7.03 of the
Plan of Merger. All capitalized terms, unless otherwise
specified, have the meaning assigned to them in the Registration
Statement.
In connection with this opinion, we have examined and
reviewed the Plan of Merger and the documents delivered pursuant
thereto and have taken such additional steps and reviewed such
additional documents and matters as we deemed necessary in order
to render our opinion. In rendering our opinion, we have
considered the applicable provisions of the Internal Revenue Code
of 1986, as amended (the "Code"), Treasury Regulations, pertinent
judicial authorities, interpretive rulings of the Internal
Revenue Service and such other authorities as we have considered
relevant. In addition, we have made the following assumptions:
(A) At the time of the mergers, Acquiror will own all
of the issued and outstanding shares of the stock of Acq. Bank,
and neither Acquiror nor Acq. Bank has any plan or intention to
issue additional shares of the stock of Acq. Bank;
(B) Neither Acquiror nor Acq. Bank has any plan or
intention to reacquire any shares of the stock of Acquiror issued
in the mergers;
(C) Neither Acquiror nor Acq. Bank has any plan or
intention to sell or otherwise dispose of any of the assets of FB
or of Bank acquired in the mergers, except for dispositions made
in the ordinary course of business or transfers described in
Section 368(a)(2)(C) of the Code; and
(D) Neither Acquiror nor Acq. Bank has any plan or
intention to liquidate Acq. Bank, to merge Acq. Bank with and
into another corporation, to sell or otherwise dispose of the
stock of Acq. Bank, or to cause Acq. Bank to sell or otherwise
dispose of any of the assets of Bank acquired in the mergers,
except for dispositions made in the ordinary course of business
or transfers described in Section 368(a)(2)(C) of the Code.
Based upon and subject to the foregoing, we are of the
opinion that the Mergers will, under current law, constitute a
tax-free reorganization under Section 368(a) of the Code, and
Acquiror, Acq. Bank, FB and Bank will each be a party to the
reorganization within the meaning of Section 368(b) of the Code.
As a tax-free reorganization, the Mergers will have the
following Federal income tax consequences for FB shareholders,
Acquiror, FB and Bank:
1. No gain or loss will be recognized by holders
of common stock, $1.00 par value per share, of FB ("FB
Common Stock") as a result of the exchange of such
shares for shares of Acquiror Common Stock pursuant to
the Mergers.
2. Gain or loss will be recognized by FB
shareholders on the receipt of cash, if any, received
pursuant to the Mergers in lieu of fractional shares of
Acquiror Common Stock. Any cash received by a
shareholder of FB in lieu of such fractional shares
will, subject to the conditions and limitations of
Section 302 of the Code, be treated as received in
exchange for such fractional share and not as a
dividend. If a fractional share of Acquiror Common
Stock would constitute a capital asset in the hands of
such FB shareholder, then any gain or loss recognized
as a result of the receipt of such cash will be a
capital gain or loss in accordance with the provisions
and limitations of Subchapter P of Chapter 1 of the
Code.
3. The tax basis of the shares of Acquiror
Common Stock received by each shareholder of FB will
equal the tax basis of such shareholder's shares of FB
Common Stock (reduced by any amount allocable to
fractional share interests for which cash is received)
exchanged in the Mergers.
4. The holding period for the shares of Acquiror
Common Stock received by each shareholder of FB will
include the holding period for the shares of FB Common
Stock of such shareholder exchanged in the Mergers.
5. Neither Acquiror nor FB will recognize gain
or loss as a result of the Mergers.
6. An FB shareholder who perfects his statutory
right to dissent from the Mergers and who receives
solely cash in exchange for his FB Common Stock will be
treated as having received such cash payment as a
distribution in redemption of his shares of FB Common
Stock subject to the provisions and limitations of
Section 302 of the Code.
Except as set forth above, we express no opinion as to the
tax consequences to any party, whether Federal, state, local or
foreign, of the Mergers or of any transactions related to the
Mergers or contemplated by the Plan of Merger. Moreover, this
opinion is specifically limited to applicable Federal income tax
law in effect as of the date hereof. We undertake no
responsibility to advise you of any changes in Federal income tax
law or as to any events that occur or as to any amendment of any
of the documents referred to herein, after the date hereof that
may alter the scope or substance of this opinion.
This opinion is being furnished to FB, Bank and Acquiror in
connection with the Mergers, is solely for the benefit of FB,
Bank and Acquiror in connection therewith and may not be used or
relied upon by any other person or for any other purpose and may
not be circulated, quoted or otherwise referred to for any other
purpose without our prior written consent. Notwithstanding the
foregoing sentence, we consent to the reference to this firm and
summary of this opinion in and inclusion of this opinion as an
Exhibit to the Registration Statement and any amendments thereof.
McGLINCHEY STAFFORD LANG
A Law Corporation
By:___________________________