EXHIBIT 8.1
[LETTERHEAD OF MANATT PHELPS PHILLIP ATTORNEYS AT LAW]
May 4, 2000 File No. 09012-001
Board of Directors
First Community Bank of the Desert
74-750 Highway 111
Indian Wells, California 92210
Re: Material Federal Income Tax Consequences of the Merger of a
Wholly-Owned Subsidiary of First Community Bancorp with and
into First Community Bank of the Desert
Ladies and Gentlemen:
In accordance with your request, we provide the following analysis and
opinions relating to the material federal income tax consequences of the
transaction (the "Merger") whereby a wholly-owned special purpose subsidiary of
First Community Bancorp, a California corporation ("Holding Company"), will
merge with and into First Community Bank of the Desert, a California corporation
("FCB"), pursuant to that certain Agreement and Plan of Merger dated as of
October 22, 1999, as amended (the "Agreement"). FCB shall be the surviving
corporation in the Merger and shall become a wholly-owned subsidiary of the
Holding Company. Terms used herein have the same meaning as in the Agreement.
In the Merger, the special purpose subsidiary of the Holding Company
("Merger Sub") shall be merged with and into FCB in accordance with California
law and the separate corporate existence of the Merger Sub shall cease. FCB
shall succeed, without other transfer, to all the rights and property of the
Merger Sub and shall be subject to all the debts and liabilities of the Merger
Sub in the same manner as if FCB had itself incurred them.
Each share of Holding Company Common Stock issued and outstanding
immediately prior to the Effective Time of the Merger shall remain an issued and
outstanding share of Holding Company Common Stock and shall not be converted or
otherwise affected by the Merger. Subject to the provisions of the Agreement,
each share of FCB Common Stock issued and outstanding immediately prior to the
Effective Time of the Merger, other than Dissenting Shares (if any), shall, on
and after the Effective Time of the Merger, be automatically canceled and cease
to be an issued and outstanding share of FCB Common Stock and shall be converted
into the right to receive 0.30 shares of Holding Company Common Stock.
No fractional shares of Holding Company Common Stock shall be issued
in the Merger. In lieu thereof, each holder of FCB Common Stock who would
otherwise be entitled to
Board of Directors
May 4, 2000
Page 2
receive a fractional share of Holding Company Common Stock shall receive in cash
(without interest) an amount equal to such fractional part of a share of Holding
Company Common Stock multiplied by $4.125. No such holder shall be entitled to
dividends, voting rights, or any other rights in respect to any such fractional
share of Holding Company Common Stock.
Dissenting Shareholders (if any) which have not effectively lost their
status as holders of Dissenting Shares shall not have their FCB Common Stock
converted as described in the foregoing paragraphs, but shall be entitled to
receive such consideration as shall be determined pursuant to applicable
California law.
Our analysis and the opinions set forth below are based upon the
existence of the facts set forth in that certain Agreement referred to above,
including the exhibits thereto. Our analysis and opinions are also based on the
factual representations in the Agreement and the written factual representations
from FCB and the Holding Company in letters to us. Our analysis and opinions are
further based on that certain amendment to the Form S-4 Registration Statement
being filed with the Securities and Exchange Commission on this date in
connection with the Merger (the "Form S-4"). The facts and representations
contained in the above-referenced documents are the operative facts underlying
the tax opinions set forth herein. One of our key assumptions for purposes of
this letter is that the facts and representations set forth in those documents
are accurate on the date of this analysis and remain accurate at the Effective
Time of the closing of the Merger and are otherwise true, complete, and correct.
Any change or inaccuracy in such facts or representations may adversely affect
our opinions.
In rendering these opinions, we have examined such documents, laws,
regulations and other legal matters as we have considered necessary or
appropriate for purposes of the opinions expressed herein. We have not made any
independent investigation in rendering these opinions other than as described
herein.
Our opinions are based upon the Internal Revenue Code of 1986, as
amended (the "Code"), as of the date hereof and currently applicable regulations
promulgated thereunder (including proposed regulations), published
administrative positions of the Internal Revenue Service in revenue rulings and
revenue procedures, and judicial decisions. Such legal authorities are all
subject to change, either prospectively or retroactively. No assurance can be
provided as to the effect of any such change upon our opinions.
The opinions set forth herein have no binding effect on the Internal
Revenue Service or the courts. No assurance can be given that, if contested, a
court would agree with the opinions set forth herein. The opinions set forth
herein represent rather our best legal judgment
Board of Directors
May 4, 2000
Page 3
as to the likely outcome of the issues addressed herein if such issues were
litigated and all appeals exhausted.
In the case of transactions as complex as the Merger, many federal,
state and local income and other tax consequences arise. We have been asked only
to address the material federal income tax consequences of the transaction. No
opinion is expressed regarding any other issues.
We have acted as special counsel to FCB in connection with the Merger
and are rendering these opinions to FCB at its request. This letter is being
issued solely for the benefit of FCB and for the benefit of the FCB shareholders
as of the date of the Merger, who are entitled to rely on this opinion. It may
not be relied upon by any other person without our prior written consent.
Subject to the foregoing, it is our opinion that (i) the Merger will
be treated as a reorganization within the meaning of Section 368(a) of the
Code; (ii) the Holding Company and FCB will each be a party to that
reorganization within the meaning of Section 368(b) of the Code; and (iii) no
gain or loss will be recognized by FCB upon the receipt of the assets of Merger
Sub in the Merger; (iv) the basis of the Merger Sub assets in the hands of FCB
will be the same as the basis of such assets in the hands of Merger Sub
immediately before the Merger; (v) no gain or loss will be recognized by FCB or
the Holding Company in the Merger; and (vi) no gain or loss will be recognized
by the holders of FCB Common Stock who receive shares of Holding Company Common
Stock in the Merger, except with respect to cash received in lieu of a
fractional share interest in Holding Company Common Stock. The section titled
"Material Federal Income Tax Consequences" in the Form S-4 accurately summarizes
the material federal income tax consequences of the Merger.
We hereby consent to the reference of our name in the section of the
Form S-4 entitled "Material Federal Income Tax Consequences" and to the filing
of this opinion with the applicable federal regulatory agencies with whom such
opinion is required to be filed in connection with the Merger.
Very truly yours,