Exhibit 8.2
[LETTERHEAD OF]
EVANS, CARTER, KUNES & BENNETT, P.A.
ATTORNEYS AT LAW
115 CHURCH STREET
MAILING ADDRESS P.O. BOX 369
CHARLESTON, SOUTH CAROLINA 29402-0369
TELEPHONE (803) 577-2300
TELECOPIER (803) 577-2055
January 26, 1998
Boards of Directors
Perpetual Bank, a Federal Savings Bank
SouthBanc Shares, MHC
SouthBanc Shares, Inc.
907 North Main Street
Anderson, South Carolina 29621-5526
Gentlemen:
You have requested an opinion from this firm relative to the South
Carolina income tax consequences of the transactions contemplated by the Plan of
Conversion and Agreement and Plan of Reorganization (the "Plan") whereby (i) the
SouthBanc Shares, M.H.C. ("MHC") will convert from a mutual holding company to a
federal interim stock savings bank and merge with and into Perpetual Bank, a
Federal Savings Bank ("Perpetual Bank") and (ii) Perpetual Bank will be acquired
by a newly formed stock holding company, known as SouthBanc Shares, Inc.
("SouthBanc"), by means of the merger of Perpetual Bank with a federal interim
stock savings bank subsidiary of SouthBanc. The foregoing transactions will be
accompanied by a public offering of the shares of SouthBanc to certain
depositors and borrowers of Perpetual Bank and members of the general public.
In addition, shares of the common stock of Perpetual Bank currently held by
members of the general public will be exchanged at a predetermined ratio for
shares of SouthBanc common stock. The foregoing transactions are referred to
collectively herein as the "Conversion and Reorganization."
We have been provided with an opinion of special counsel to MHC,
Perpetual Bank and SouthBanc, Breyer & Aguggia, Washington, D.C., dated January
16, 1998 ("Federal Tax Opinion"), pertaining to the treatment of the foregoing
transactions for federal income tax purposes under the Internal Revenue Code of
1986, as amended ("Code").
Boards of Directors
Perpetual Bank, a Federal Savings Bank
SouthBanc Shares, MHC
SouthBanc Shares, Inc.
January 26, 1998
Page 2
Based upon the facts and circumstances attendant to the proposed
reorganization, as they have been related to us via the Breyer & Aguggia opinion
letter referred to above, it is our opinion that, under the laws of the State of
South Carolina, no adverse income tax consequences will be incurred by any of
the parties to the Conversion and Reorganization or the depositors and
shareholders of Perpetual Bank as a result of the consummation of the Conversion
and Reorganization.
No opinion is expressed on any matter other than state income tax
consequences which might result from the implementation of the Conversion and
Reorganization including, but not limited to, any franchise or capital stock
taxes which might result from the implementation of the Conversion and
Reorganization. Furthermore, no opinion is expressed as to the treatment of any
net operating or capital loss carryforwards or carrybacks for South Carolina
income tax purposes. If the information upon which we have relied is incorrect
or if authority changes with retroactive effect, our opinion may be affected
thereby. We take no responsibility to update or supplement our opinion.
We hereby consent to the filing of this opinion with the OTS as an
exhibit to the Application H-(e)1-S filed by SouthBanc with the OTS in
connection with the Conversion and Reorganization and the reference to our
firm in the Application H-(e)1-S.
We also consent to the filing of this opinion with the SEC and the OTS
as exhibits to SouthBanc's Registration Statement on Form S-1 and Perpetual
Bank's Application for Conversion on Form AC ("Form AC") respectively, and the
reference to our firm in the Prospectus, which is a part of both the
Registration Statement on Form S-1 and the Form AC, under the headings, "THE
CONVERSION AND REORGANIZATION--Effects of Conversion and Reorganization on
Depositors and Borrowers of the Savings Bank--Tax Effects" and "LEGAL AND TAX
OPINIONS."
Very truly yours,
EVANS, CARTER, KUNES & BENNETT, P.A.
By: /s/ Robert M. Kunes
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Robert M. Kunes