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Exhibit 8.2
[WINSTON & STRAWN'S LETTERHEAD]
September 26, 2001
MidCity Financial Corporation
801 West Madison Street
Chicago, Illinois 60607
Re: Opinion as to Federal Income Tax Consequences of Mergers
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Ladies and Gentlemen:
We have acted as special counsel for you in connection with the
transactions contemplated by the Amended and Restated Agreement and Plan of
Merger (the "Merger Agreement") dated as of April 19, 2001, by and among MidCity
Financial Corporation ("MidCity"), MB Financial, Inc. ("MB"), and MB-MidCity,
Inc. ("NewCo") with respect to the merger (the "MB Merger") of MB with and into
NewCo and the merger (the "MidCity Merger") of MidCity with and into NewCo
(collectively, the "Mergers"). This opinion letter addresses the federal income
tax issues on which you have requested our opinion and is being delivered to you
in connection with the Registration Statement filed with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act") on September 26, 2001, which includes the
Prospectus of NewCo and the Proxy Statement of MidCity and the Proxy Statement
of MB (the "Joint Proxy Statement/Prospectus"). This opinion letter is delivered
in accordance with the requirements of Item 601(b)(8) of Regulation S-K under
the Securities Act.
Capitalized terms not defined herein shall have the meaning set forth
in the Merger Agreement. All section references in this letter are to the
Internal Revenue Code of 1986, as amended (the "Code"), unless otherwise
provided.
In connection with the opinions herein, we have examined and relied
upon descriptions of various entities and their respective investments,
activities, operations, and governance, as set forth in the following documents:
(a) the Merger Agreement;
(b) the Joint Proxy Statement/Prospectus;
(c) the representation letter dated September 26, 2001 from MB to us;
(d) the representation letter dated September 26, 2001 from MidCity
to us; and
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(e) the representation letter dated September 26, 2001 from NewCo to
us;
together with such other documents and matters of law, we have deemed relevant
or necessary (collectively, the "Relevant Documents"). We have assumed the
authenticity of original documents, the accuracy of copies, the genuineness of
signatures, and the capacity of each party executing a document to so execute.
We have also relied upon certificates of public officials.
As to any facts material to our opinions, we have, with your consent,
relied on the representations, warranties, covenants, assumptions, and opinions
made in the Relevant Documents by the respective parties thereto. To the extent
our opinions refer to the existence or absence of facts based upon our knowledge
or of which we are aware, we are referring to the actual knowledge of Winston &
Strawn attorneys who have actively represented MidCity or its affiliates during
the course of our representation of such party with respect to these opinions.
We have not undertaken any independent investigation or verification to
determine the existence or absence of any facts, and no inference as to our
knowledge concerning any facts should be drawn as a result of the representation
undertaken by us. We have consequently relied upon your factual representations
that the information presented in the Relevant Documents or otherwise furnished
to us accurately and completely describes all material facts relevant to these
opinions and have assumed that such information is currently true, correct, and
complete and will be true, correct, and complete at the Effective Time of each
Merger. Any representation or statement in any document upon which we rely that
is made "to the best of knowledge" or otherwise similarly limited is assumed to
be correct. Any alteration of such facts may adversely affect our opinions.
In rendering these opinions, we have assumed that the transactions
contemplated by the Merger Agreement and the Proxy Statement/Prospectus will be
consummated in accordance with the Relevant Documents (without any waiver of any
provisions), and such documents accurately reflect the material facts of such
transactions as of the Effective Time of each Merger. This opinion only
addresses holders of MB stock and holders of MidCity stock which hold the shares
as capital assets for purposes of the Code and does not address the tax
consequences of parties subject to special treatment as set forth in the Joint
Proxy Statement/Prospectus under the caption "THE MERGER - Material United
States Federal Income Tax Consequences of the Merger."
Subject to the foregoing, we express the following opinions:
1. Each Merger will qualify as a reorganization within the meaning
of Code section 368(a).
2. No gain or loss will be recognized by MB, MidCity, or NewCo as a
result of the Mergers.
3. No gain or loss will be recognized by a holder of MB Common Stock
upon the exchange of shares of MB Common Stock for shares of NewCo Common
Stock pursuant to the MB Merger. No gain or loss will be recognized by a
holder of MidCity Common Stock upon the exchange of shares of MidCity
Common Stock for shares of NewCo Common Stock pursuant to the MidCity
Merger, except with respect to cash
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received by holders of MidCity Common Stock in lieu of fractional shares of
NewCo Common Stock.
4. The aggregate initial tax basis of shares of NewCo Common Stock
received by a holder of MB Common Stock pursuant to the MB Merger will be
the same as the adjusted tax basis of the MB Common Stock exchanged
therefor. The aggregate initial tax basis of shares of NewCo Common Stock
received by a holder of MidCity Common Stock pursuant to the MidCity Merger
will be the same as the adjusted tax basis of the MidCity Common Stock
exchanged therefor reduced by the amount allocable to the fractional share
interest in NewCo Common Stock for which cash is received.
5. The holding period for NewCo Common Stock received in exchange
for MB Common Stock pursuant to the MB Merger will include the period that
such MB Common Stock were held by the holder. The holding period for NewCo
Common Stock received in exchange for MidCity Common Stock pursuant to the
MidCity Merger will include the period that such MidCity Common Stock were
held by the holder.
Our opinions are based upon the current provisions of the Code, as
amended; currently applicable Treasury Regulations promulgated or proposed under
the Code; currently published administrative rulings and procedures; judicial
decisions; and other applicable authorities, all as in effect on the date
hereof. All of the foregoing authorities are subject to change or new
interpretations, both prospectively and retroactively, and such changes or
interpretations, as well as any change in the facts as they have been
represented to us or assumed by us, could affect our opinions. Our opinions are
rendered only as of the date hereof, and we take no responsibility to update
these opinions after the Effective Time of the Mergers.
Our opinions do not foreclose the possibility of a contrary
determination by the Internal Revenue Service (the "IRS") or by a court of
competent jurisdiction, or of a contrary position by the IRS or Treasury
Department in regulations, rulings, or procedures issued in the future.
These opinions are rendered only to you and may not be quoted in whole
or in part or otherwise referred to, used by, or relied upon, nor be filed with,
or furnished to, any other person or entity, other than for the benefit of a
holder of a share of MidCity Common Stock in connection with the MidCity Merger,
without our prior written consent. Notwithstanding the foregoing, in accordance
with Item 601(b)(23) of Regulation S-K under the Securities Act, we hereby
consent to the filing of this opinion letter as an exhibit to the Registration
Statement and to the use of our firm name under the headings "THE MERGER -
Material United States Federal Income Tax Consequences of the Merger" and "LEGAL
AND TAX MATTERS." In giving such consent, we do not thereby admit that we are in
the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Winston & Strawn
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