EXHIBIT 8
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NY 10153
212-310-8000
(FAX) 212-310-8007
June 18, 1997
Imperial Bancorp
9920 South La Cienega Boulevard
Inglewood, California 90301
Re: $75,000,000 IMPERIAL CAPITAL TRUST I
9.98% SERIES B CAPITAL SECURITIES
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Ladies and Gentlemen:
We have acted as counsel to Imperial Bancorp, a California
corporation (the "Depositor"), and Imperial Capital Trust I, a Delaware business
trust (the "Trust"), in connection with (i) the preparation and filing with the
Securities and Exchange Commission (the "Commission")of the Registration
Statement on Form S-4, as amended to the date hereof (the "Registration
Statement") under the Securities Act of 1933, as amended, and of the Prospectus
that is a part thereof (the "Prospectus") with respect to $75,000,000 Imperial
Capital Trust I 9.98% Capital Securities (the "Capital Securities") and (ii) the
Exchange Offer of Capital Securities specified in the Prospectus. All
capitalized terms not otherwise defined herein shall have the same meaning
ascribed thereto in the Prospectus.
In so acting, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of the Registration Statement, the
Prospectus, the Trust Agreement, the forms of Capital Securities and Common
Securities, the forms of Indenture, Guarantee and the Common Guarantee Agreement
(collectively, the "Agreements"). In addition, we have examined originals or
copies, certified or otherwise identified to our satisfaction of such corporate
records, agreements, documents and other instruments, and
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Imperial Bancorp
June 18, 1997
Page 2
have made such inquiries of such officers and representatives of the Depositor,
as we have deemed relevant and necessary as a basis for the opinion hereinafter
set forth.
In such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to original documents of documents submitted to us as certified or
photostatic copies and the authenticity of the originals of such latter
documents. We have further assumed (i) that the Capital Securities as executed
and delivered by the requisite signatories thereto will conform in substance and
form in all material respects to the respective forms thereof examined by us,
(ii) timely compliance by all parties to the Agreements to the terms thereof
(without waiver or amendment of any of the terms thereof) and (iii) that the
Agreements constitute all the agreements, arrangements and understandings
between the parties thereto with respect to the transactions contemplated
therein and that the representations and warranties contained therein are true.
The terms of the Agreements and the Capital Securities are
incorporated herein by reference.
Based on the foregoing, it is our opinion that the statements
contained in the Prospectus, under the caption "Certain Federal Income Tax
Considerations", insofar as such statements constitute matters of law or legal
conclusions and except to the extent qualified therein, are correct in all
material respects.
The foregoing opinion is based on current provisions of the Internal
Revenue Code of 1986, as amended, the Treasury Regulations promulgated
thereunder (including proposed Treasury Regulations), published pronouncements
of the Internal Revenue Service, and case law, any of which may be changed at
any time with retroactive effect. We express no opinion as to the effect on the
matters covered by this opinion of the laws of any other jurisdiction.
We hereby consent to the filing of this opinion with the Commission
as an exhibit to the Registration Statement and to the references to our firm
under the captions "Certain Federal Income Tax Considerations" and "Legal
Matters" in the Prospectus. This opinion may not be used for any other purpose
and may not otherwise be relied upon by, or disclosed to, any other person,
quoted or referred to.
Very truly yours,
/s/ Weil, Gotshal & Manges LLP