EXHIBIT 8.1
MALIZIA SPIDI & FISCH, PC
ATTORNEYS AT LAW
1301 K STREET, N.W. 637 KENNARD ROAD
SUITE 700 EAST STATE COLLEGE, PENNSYLVANIA 16801
WASHINGTON, D.C. 20005 (814) 466-6625
(202) 434-4660 FACSIMILE: (814) 466-6703
FACSIMILE: (202) 434-4661
September 1, 2000
Boards of Directors
FloridaFirst Bank
FloridaFirst Bancorp
FloridaFirst Bancorp, Inc.
FloridaFirst Bancorp MHC
205 East Orange Street
Lakeland, FL 33801
Dear Board Members:
You have asked that we provide you our opinion in regard to the
material federal income tax matters relating to the Plan of Conversion and
Reorganization of FloridaFirst Bancorp MHC and Plans of Merger between
FloridaFirst Bancorp MHC, FloridaFirst Bancorp and FloridaFirst Bank adopted on
July 21, 2000 (the "Plan") (collectively referred to herein as the "Conversion
and Reorganization"). We have examined the Plan and certain other documents as
we deemed necessary in order to provide our opinions. Unless otherwise defined,
all terms used in this letter have the meanings given to them in the Plan.
In our examination, we assumed that original documents were authentic,
copies were accurate and signatures were genuine. We have further assumed the
absence of adverse facts not apparent from the face of the instruments and
documents we examined. In rendering our opinion, we have relied upon certain
written representations of FloridaFirst Bank (the "Savings Bank"), FloridaFirst
Bancorp MHC (the "MHC"), FloridaFirst Bancorp (the "Mid-Tier") and FloridaFirst
Bancorp, Inc. (the "Holding Company") (collectively referred to herein as the
"Representations") which are attached hereto.
We assumed that the Plan has been or will be duly and validly
authorized and approved and adopted and that all parties will comply with the
terms and conditions of the Plan, and that the various representations and
warranties which have been provided to us are accurate, complete, true and
correct. Accordingly, we express no opinion concerning the effect, if any, of
variations from the foregoing.
Boards of Directors
FloridaFirst Bank
FloridaFirst Bancorp
FloridaFirst Bancorp, Inc.
FloridaFirst Bancorp MHC
September 1, 2000
Page 2
In issuing the opinions set forth below, we have referred solely to
existing provisions of (1) the Internal Revenue Code of 1986, as amended (the
"Code"), and existing and proposed Treasury Regulations thereunder; and (2)
current administrative rulings, notices and procedures and court decisions. Such
laws, regulations, administrative rulings, notices and procedures and court
decisions are subject to change at any time. Any such change could affect the
continuing validity of the opinions set forth below. This opinion is as of the
date hereof, and we disclaim any obligation to advise you of any change after
the date hereof.
There can be no assurance that our opinions would be adopted by the
Internal Revenue Service (the "Service") or a court. The outcome of litigation
cannot be predicted. We have, however, attempted in good faith to opine as to
the merits of each tax issue with respect to which an opinion was requested.
STATEMENT OF FACTS
The MHC is a federally chartered mutual holding company chartered on
April 6, 1999, in connection with the Savings Bank's mutual to stock conversion
and reorganization (the "MHC Reorganization"). The MHC uses the accrual method
of accounting and files its tax return on a September 30 fiscal year basis. As a
federally chartered mutual holding company, the MHC does not have stockholders
and has no authority to issue capital stock. Instead, the MHC (in its mutual
form) has a unique equity structure, in that the MHC is owned by its members.
The MHC's primary asset is 3,049,024 shares of Mid-Tier common stock ("Mid-Tier
Common Stock"), which represents 57% of the shares of Mid-Tier Common Stock
outstanding as of June 30, 2000.
The Savings Bank is a federally chartered stock savings bank that was
organized on April 6, 1999, as a subsidiary of the MHC, in connection with the
MHC Reorganization.
In connection with the MHC Reorganization, the Mid-Tier, a federally
chartered corporation organized on April 6, 1999, sold 2,703,851 shares (or 47%)
of its common stock in a subscription offering at $10.00 per share and issued
the remaining 53% to the MHC. A total of 5,752,875 shares of Mid-Tier Common
Stock were issued in connection with the MHC Reorganization. This resulted in
the Savings Bank becoming the 100% owned subsidiary of the Mid-Tier. The
Mid-Tier is currently the mid-tier holding company for the Savings Bank. The
Mid-Tier has no other material business or activities other than acting as the
holding company of the Savings Bank and holding certain equity securities.
Pursuant to the Conversion and Reorganization, the Mid-Tier will, after a series
of transactions, merge with the Savings Bank, with the Savings Bank as the
survivor, and the Mid-Tier will cease to exist.
Boards of Directors
FloridaFirst Bank
FloridaFirst Bancorp
FloridaFirst Bancorp, Inc.
FloridaFirst Bancorp MHC
September 1, 2000
Page 3
The Holding Company will be a savings and loan holding company, which
was organized as a Florida corporation in July of 2000 at the direction of the
Board of Directors of the Savings Bank and will acquire and hold all of the
outstanding Savings Bank common stock ("Bank Stock") after the Conversion and
Reorganization. Pursuant to regulations promulgated by the OTS, consummation of
the Conversion and Reorganization is conditioned upon the approval of the Plan
by the OTS, certain members of the MHC, and the stockholders of the Mid-Tier.
Following the Conversion and Reorganization, the Holding Company's outstanding
stock will be 100% publicly owned.
The Boards of Directors of the MHC, the Mid-Tier, and the Savings Bank
believe that a conversion of the MHC to stock form pursuant to the Plan is in
the best interests of the MHC, the Mid-Tier, and the Savings Bank, as well as
the best interests of their respective members and stockholders. The Boards of
Directors have determined that the Plan equitably provides for the interests of
members through the granting of subscription rights and the establishment of a
liquidation account. The Conversion and Reorganization will result in the
Savings Bank being wholly owned by a stock holding company which is owned by
public stockholders, which is a more common structure and form of ownership than
a mutual holding company. In addition, the Conversion and Reorganization will
result in the raising of additional capital for the Savings Bank and the Holding
Company and should result in a more active and liquid market for the Holding
Company common stock ("HC Stock") than currently exists for the Mid-Tier Common
Stock. Finally, the Conversion and Reorganization will provide the Holding
Company with additional investment authority and is designed to enable the
Savings Bank and Holding Company to compete more effectively in a market which
is consolidating.
For valid business reasons, the present corporate structure of the MHC,
the Mid-Tier, and the Savings Bank will be changed pursuant to the following
proposed transactions:
(i) The Savings Bank will cause the Holding Company to be
incorporated, which will become a new Florida chartered savings and
loan holding company.
(ii) The MHC will convert into an interim federal stock savings
bank to be known as Interim Bank No. 1.
(iii)The Mid-Tier will adopt an interim federal stock savings
bank charter to beknown as Interim Bank No. 2; Interim Bank No. 2 will
then merge with and into the Savings Bank ("Merger One"), with the
Savings Bank as the surviving entity.
Boards of Directors
FloridaFirst Bank
FloridaFirst Bancorp
FloridaFirst Bancorp, Inc.
FloridaFirst Bancorp MHC
September 1, 2000
Page 4
(iv) Immediately following Merger One, Interim Bank No. 1,
formerly the MHC, will merge with and into the Savings Bank with the
Savings Bank as the surviving entity ("Merger Two"). The shares of
Mid-Tier Common Stock previously held by the MHC (now Interim Bank No.
1) will be canceled. As part of Merger Two, eligible members of the MHC
("Members") who possess equity/ownership interests in the MHC
immediately prior to Merger Two will exchange these interests in the
MHC for substantially similar interests in a liquidation account to be
established by the Savings Bank (referred to herein as "Savings Bank
Liquidation Interests"). The amount in the liquidation account is the
amount of dividends waived by the MHC plus the greater or (a) 100% of
retained earnings as of September 30, 1998 (the date of the latest
statement of financial condition contained in the final offering
circular utilized in the Savings Bank's initial stock offering), or (b)
57% of Mid-Tier's total shareholders' equity as reflected in its latest
statement of financial condition.
(v) The Holding Company will form an interim corporation
("Interim Bank No. 3"), a new, wholly owned first-tier subsidiary with
an interim federal stock savings bank charter.
(vi) Immediately following Merger Two, Interim Bank No. 3 will
merge with and into the Savings Bank, with the Savings Bank as the
surviving entity ("Merger Three"). As a result of Merger Three, Bank
Stock deemed held by public stockholders will be converted into HC
Stock based upon the exchange ratio which is designed to ensure that
the same public stockholders will own, approximately the same
percentage of HC Stock as the percentage of Mid-Tier Common Stock owned
by them immediately prior to the Conversion and Reorganization before
giving effect to (a) cash paid in lieu of fractional shares and (b) any
shares of HC Stock purchased by public stockholders in the Holding
Company's initial public offering.
(vii) Simultaneously, with the Conversion and Reorganization,
the Holding Company shall sell its common stock in an initial public
offering.
(viii) Members of the MHC possessing Savings Bank Liquidation
Interests as a result of Merger Two will continue to maintain such
interests upon the completion of Merger Two and Merger Three.
Boards of Directors
FloridaFirst Bank
FloridaFirst Bancorp
FloridaFirst Bancorp, Inc.
FloridaFirst Bancorp MHC
September 1, 2000
Page 5
ANALYSIS AND OPINION
Section 354 of the Code provides that no gain or loss shall be
recognized by stockholders who exchange common stock in a corporation, which is
a party to a reorganization, solely for common stock in another corporation
which is a party to the reorganization. Section 356 of the Code provides that
stockholders shall recognize gain to the extent they receive money as part of a
reorganization, such as money received in lieu of fractional shares. Section 358
of the Code provides that, with certain adjustments for money received in a
reorganization, a stockholder's basis in the common stock he or she receives in
a reorganization shall equal the basis of the common stock which he or she
surrendered in the transaction. Section 1223(1) states that, where a stockholder
receives property in an exchange which has the same basis as the property
surrendered, he or she shall be deemed to have held the property received for
the same period as the property exchanged, provided that the property exchanged
had been held as a capital asset.
Section 361 of the Code provides that no gain or loss shall be
recognized to a corporation which is a party to a reorganization on any transfer
of property pursuant to a plan of reorganization. Section 362 of the Code
provides that if property is acquired by a corporation in connection with a
reorganization, then the basis of such property shall be the same as it would be
in the hands of the transferor immediately prior to the transfer. Section
1223(2) of the Code states that where a corporation will have a carryover basis
in property received from another corporation which is a party to a
reorganization, the holding period of such assets in the hands of the acquiring
corporation shall include the period for which such assets were held by the
transferor, provided that the property transferred had been held as a capital
asset. Section 1032 of the Code states that no gain or loss shall be recognized
to a corporation on the receipt of property in exchange for common stock.
Section 368(a)(1)(F) of the Code provides that a mere change in
identity, form, or place of organization, however effected, is a reorganization.
When MHC converts itself from a federal mutual holding company to a federal
interim stock savings bank, the changes at the corporate level will be
insubstantial. Similarly, when the Mid-Tier adopts a federal charter and
subsequently converts itself into a federal stock savings bank, the changes at
the corporate level will be insubstantial. In addition, Rev. Rul. 80-105
provides that the conversion of a federal mutual savings and loan association to
a state or federal stock savings and loan association, and the conversion of a
state chartered mutual savings and loan association to a stock savings and loan
association in the same state are reorganizations under Code Section
368(a)(1)(F). Therefore, the change in the form of operation of the MHC and the
Mid-Tier should constitute reorganizations within the meaning of Section
368(a)(1)(F) of the Code.
Boards of Directors
FloridaFirst Bank
FloridaFirst Bancorp
FloridaFirst Bancorp, Inc.
FloridaFirst Bancorp MHC
September 1, 2000
Page 6
Section 368(a)(1)(A) of the Code defines the term "reorganization" to
include a "statutory merger or consolidation" of corporations. Section
368(a)(2)(E) of the Code provides that a transaction otherwise qualifying as a
merger under Section 368(a)(1)(A), shall not be disqualified by reason of the
fact that common stock of a corporation which before the merger was in control
of the merged corporation, is used in the transaction if (i) after the
transaction, the corporation surviving the merger holds substantially all of its
properties and the properties of the merged corporation; and (ii) former
stockholders of the surviving corporation exchanged, for an amount of voting
common stock of the controlling corporation, an amount of common stock in the
surviving corporation which constitutes control of such corporation.
In order to qualify as a reorganization under Section 368(a)(1)(A), a
transaction must constitute a merger or consolidation effected pursuant to the
corporation laws of the United States or a state. Merger One, Merger Two and
Merger Three will be consummated in accordance with applicable federal and state
laws.
In addition, a transaction qualifying as a reorganization under Section
368(a)(1)(A) of the Code must satisfy the "continuity of interest doctrine"
which requires that the continuing common stock interest of the former owners of
an acquired corporation, considered in the aggregate, represents a "substantial
part" of the value of their former interest and provides them with a "definite
and substantial interest" in the affairs of the acquiring corporation or a
corporation in control of the acquiring corporation. Helvering v. Minnesota Tea
Co., 296 U.S. 378 (1935); Southwest Natural Gas Co. v. Comm'r., 189 F.2d 332
(5th Cir. 1951), cert. denied, 342 U.S. 860 (1951).
Treasury Regulation ss. 1.368-1(b) and (e) provides that "Continuity of
interest requires that in substance a substantial part of the value of the
proprietary interests in the target corporation be preserved in the
reorganization. A proprietary interest in the target corporation is preserved
if, in a potential reorganization, it is exchanged for a proprietary interest in
the issuing corporation, it is exchange by the acquiring corporation for a
direct interest in the target corporation enterprise, or it otherwise continues
as a proprietary interest in the target corporation."
As a result of Merger One, the shareholders of the Mid-Tier receive a
continuing proprietary interest in the Savings Bank which will subsequently be
converted into a continuing proprietary interest in the Holding Company.
Consequently, the continuity of interest doctrine should be satisfied with
regard to Merger One.
Boards of Directors
FloridaFirst Bank
FloridaFirst Bancorp
FloridaFirst Bancorp, Inc.
FloridaFirst Bancorp MHC
September 1, 2000
Page 7
With regard to Merger Two, the MHC, as a federally-chartered mutual
holding company, does not have stockholders and has no authority to issue
capital stock. Instead, the MHC has members who are accorded a variety of
proprietary rights such as voting rights and certain rights in the unlikely
event of liquidation. Prior to Merger Two, certain depositors in the Savings
Bank have both a deposit account in the institution and a pro rata inchoate
proprietary interest in the net worth of the MHC based upon the balance in his
account in the Savings Bank, an interest which may only be realized in the event
of a liquidation of the MHC. However, this inchoate proprietary interest is tied
to the depositor's account and has no tangible market value separate from such
deposit account. A depositor who reduces or closes his account receives a
portion or all of the balance in the account but nothing for his ownership
interest in the net worth of the MHC, which is lost to the extent that the
balance in the account is reduced.
In accordance with the Plan, the Members will receive Savings Bank
Liquidation Interests and continue their inchoate proprietary interests in the
Savings Bank following Merger Two. Although the Savings Bank Liquidation
Interests would not allow the Members the right to vote or the right to pro rata
distributions of earnings, they would be entitled to share in the distribution
of assets upon the liquidation of the Savings Bank following Merger Two. The
Members' Savings Bank Liquidation Interests in the Savings Bank is substantially
similar to their current ownership interest in the MHC (a liquidation interest
in the MHC). Because the Members are not in effect "cashing out" their inchoate
proprietary interests in the MHC, they would continue to maintain an inchoate
proprietary interest in the Savings Bank upon the consummation of Merger Two.
Such payments to be received as Savings Bank Liquidation Interests are not
guaranteed and can only be received by Members who continue to maintain deposit
accounts in the Savings Bank following Merger One. Therefore, it would seem that
the exchange of the Members' equity interests in the MHC for Savings Bank
Liquidation Interests should not violate the continuity of interest requirement
of Section 1.368-1(b) and (e) of the Treasury Regulations. Consequently, the
continuity of interest doctrine should be satisfied with regard to Merger Two.
As a result of Merger Three, the shareholders of the Savings Bank will
receive a continuing proprietary interest in the Holding Company, the sole
shareholder of the Savings Bank. Consequently, the continuity of interest
doctrine should be satisfied with regard to Merger Three.
One of the requirements of Section 368(a)(2)(E) of the Code is that
subsequent to the transaction, the corporation surviving the merger must hold
substantially all of its properties and the properties of the merged
corporation. The Savings Bank has represented that, following Merger Three, it
will hold at least 90% of the fair-market value of its net assets and at least
70% of the fair-market value of its gross assets, and at least 90% of the
fair-market value of Interim
Boards of Directors
FloridaFirst Bank
FloridaFirst Bancorp
FloridaFirst Bancorp, Inc.
FloridaFirst Bancorp MHC
September 1, 2000
Page 8
Bank #3's net assets and at least 70% of the fair-market value of Interim Bank
#3's gross assets held immediately prior to Merger Three. Based upon
representations received from the Savings Bank's management, the Savings Bank
will clearly satisfy this requirement of Code Section 368(a)(2)(E).
Pursuant to Code Section 368(a)(2)(E), the Holding Company must also
acquire control of the Savings Bank in Merger Three. Control is defined as at
least 80% of the total combined voting power of all classes of stock entitled to
vote, and at least 80% of the total number of shares. Subsequent to Merger
Three, the Holding Company will hold all of the Bank Stock. However, there is an
issue as to whether the Savings Bank Liquidation Interests must be taken into
account for purposes of the "control" test. If the Savings Bank Liquidation
Interests are to be included in determining whether the Holding Company acquired
control of the Savings Bank in Merger Three, it would be necessary to recognize
such interests as another class of Bank Stock. Although the Savings Bank
Liquidation Interests may be compared to the equity interests held by members of
the MHC, which afforded members an equity/ownership interest in the MHC, these
interests in the Savings Bank are too remote to qualify as a separate class of
Bank Stock. Therefore, the Savings Bank Liquidation Interests should be
disregarded in determining whether the Holding Company acquires control of the
Savings Bank in Merger Three.
In addition to the requirements discussed above, there is a judicially
created substance over form concept often referred to as the "step transaction
doctrine" which applies throughout tax law, including the corporate
reorganization area. The step transaction doctrine is an extremely amorphous
concept. Often, application of the doctrine hinges on whether a court finds that
a particular series of transactions runs counter to a significant tax policy.
Notwithstanding years of litigation and hundreds of cases, the exact contours of
the step transaction doctrine, and even its proper formulation, are still the
subject of intense debate. Consequently, it often will be difficult to determine
with a high degree of certainty whether a series of related transactions will be
stepped together in some fashion for tax purposes.
The courts over the years have developed three distinct verbal
formulations of the doctrine: (i) the binding commitment test, (ii) the end
result test, and (iii) the interdependence test. While the courts nominally
apply one or more of these three tests, a careful reading of the relevant cases
indicates that the courts, as a preliminary matter, in deciding whether to apply
the step transaction doctrine, tend to focus primarily on two key factors:
intent and temporal proximity. However, case law and the Service's
pronouncements indicate that there are limitations on the ability to assert the
step transaction doctrine, regardless of (i) the taxpayer's intent at the time
of the first
Boards of Directors
FloridaFirst Bank
FloridaFirst Bancorp
FloridaFirst Bancorp, Inc.
FloridaFirst Bancorp MHC
September 1, 2000
Page 9
transaction to engage in the later transactions, and (ii) the short period of
time that elapses between the transactions.
Case law and the Service's pronouncements indicate that if two or more
transactions carried out pursuant to an overall plan have economic significance
independent of each other, the transactions generally will not be stepped
together. The Service's most significant pronouncement regarding independent
economic significance is Rev. Rul. 79-250. In that ruling, the Service asserted
that:
the substance of each of a series of steps will be recognized and the
step transaction doctrine will not apply, if each such step
demonstrates independent economic significance, is not subject to
attack as a sham, and was undertaken for valid business purposes and
not mere avoidance of taxes.
The parties to Merger Two maintain a separate and distinct business
purpose for consummating Merger Two (e.g., allowing for the conversion of the
MHC from mutual to stock form). Immediately after the consummation of Merger
Two, the Savings Bank will no longer be controlled by the MHC but will instead
be controlled by its public stockholders. The facts indicate that the merger of
MHC with and into the Savings Bank will result in a real and substantial change
in the form of ownership of the Savings Bank that is sufficient to conclude that
Merger Two comports with the underlying purposes and assumptions of a
reorganization under Section 368(a)(1)(A) of the Code.
In addition, we believe that, because the various steps contemplated by
the Plan were necessitated by the requirements of the Office of Thrift
Supervision, each of Merger One, Merger Two and Merger Three has a business
purpose and independent significance and, as a result, the step transaction
doctrine should not be applied to these transactions. However, our opinion is
not binding upon the Service, and there can be no assurance that the Service
will not assert a contrary position. Revenue Ruling 72-405 involved Corporation
X which formed a wholly owned subsidiary, merged an unrelated corporation Y into
the subsidiary and then liquidated the subsidiary. The Service held that the
overall plan for the transactions was the acquisition of Corporation Y assets by
Corporation X and that the transitory existence of the subsidiary did not have
independent economic significance. As a result, the step transaction doctrine
was applied, the transitory existence of the subsidiary was ignored and the
transaction was treated as a direct acquisition of Corporation Y assets by
Corporation X.
Boards of Directors
FloridaFirst Bank
FloridaFirst Bancorp
FloridaFirst Bancorp, Inc.
FloridaFirst Bancorp MHC
September 1, 2000
Page 10
It is possible that the Service could assert, based upon reasoning
similar to that which was applied in Revenue Ruling 72-405, that the overall
plan of the transactions contemplated by the Plan is the maintenance of the
Savings Bank's holding company structure and the merger of MHC into Bank and
that, as a result, the step transaction doctrine should be applied and the
transitory elimination of the holding company structure in Merger One and
re-creation of the holding company structure in Merger Three should be ignored
for tax purposes. If the Service were successful with such an assertion, the
transaction would be treated as a direct merger of MHC into the Savings Bank
which may not qualify as a tax free reorganization resulting in taxable gain to
the parties to the transaction.
The Service is currently reviewing the question of whether certain
downstream mergers of a parent corporation into its subsidiary (where the parent
does not own 80% or more of its subsidiary before a downstream merger) or
inversion transactions, where a parent and its subsidiary reverse positions,
which otherwise qualify for tax-free treatment nevertheless should be treated as
taxable transactions because they circumvent the repeal of the "General
Utilities doctrine." The MHC currently owns 57% of the Mid-Tier and we do not
believe that the transactions undertaken pursuant to the Plan constitute the
type of transactions which circumvent the "General Utilities doctrine."
Based upon the foregoing, and assuming Merger One, Merger Two, and
Merger Three are consummated as described herein and in the Plan, we are of the
opinion that:
1. The transactions qualify as statutory mergers and each merger
required by the Plan qualifies as a reorganization within the meaning of Section
368(a)(1)(A) of the Code. The MHC, the Mid-Tier, and the Savings Bank will be a
party to a "reorganization" as defined in Section 368(b) of the Code.
2. Interim Bank #1 (the MHC following its conversion to a federal stock
savings bank) and Interim Bank #2 (the Mid-Tier following its conversion to a
federal stock savings bank) will recognize no gain or loss pursuant to the
Conversion and Reorganization.
3. No gain or loss will be recognized by the Savings Bank upon the
receipt of the assets of Interim Bank #1 and Interim Bank #2 pursuant to the
Conversion and Reorganization.
4. The reorganization of the Holding Company as the holding company of
the Savings Bank qualifies as a reorganization within the meaning of Section
368(a)(1)(A) of the Code by virtue of Section 368(a)(2)(E) of the Code.
Therefore, the Savings Bank, the Holding Company,
Boards of Directors
FloridaFirst Bank
FloridaFirst Bancorp
FloridaFirst Bancorp, Inc.
FloridaFirst Bancorp MHC
September 1, 2000
Page 11
and Interim Bank #3 will each be a party to a reorganization, as defined in
Section 368(b) of the Code.
5. No gain or loss will be recognized by Interim Bank #3 upon the
transfer of its assets to the Savings Bank pursuant to the Conversion and
Reorganization.
6. No gain or loss will be recognized by the Savings Bank upon the
receipt of the assets of Interim Bank #1, Interim Bank #2, and Interim Bank #3.
7. No gain or loss will be recognized by the Holding Company upon the
receipt of Bank Stock solely in exchange for HC Stock.
8. No gain or loss will be recognized by the public stockholders upon
the receipt of HC Stock in exchange for Mid-Tier Common Stock.
9. The basis of the common stock to be received by the public
stockholders will be the same as the basis in the Mid-Tier Common Stock
surrendered before giving effect to any payment of cash in lieu of fractional
shares.
10. No gain or loss will be recognized by the Holding Company upon the
sale of HC Stock to investors.
11. The Eligible Account Holders, Supplemental Eligible Account
Holders, and Other Members (as such terms are defined in the Plan) will
recognize gain, if any, upon the issuance to them of: (i) withdrawable savings
accounts in the Savings Bank following the Conversion and Reorganization, (ii)
Savings Bank Liquidation Interests, and (iii) nontransferable subscription
rights to purchase HC Stock, but only to the extent of the value, if any, of the
subscription rights.
Boards of Directors
FloridaFirst Bank
FloridaFirst Bancorp
FloridaFirst Bancorp, Inc.
FloridaFirst Bancorp MHC
September 1, 2000
Page 12
SCOPE OF OPINION
Our opinion is limited to the federal income tax matters described
above and does not address any other federal income tax considerations or any
state, local, foreign, or other tax considerations. If any of the information on
which we have relied is incorrect, or if changes in the relevant facts occur
after the date hereof, our opinion could be affected thereby. Moreover, our
opinion is based on the Code, applicable Treasury regulations promulgated
thereunder, and Service rulings, procedures, and other pronouncements published
by the Service. These authorities are all subject to change, and such change may
be made with retroactive effect. We can give no assurance that, after such
change, our opinion would not be different. We undertake no responsibility to
update or supplement our opinion. This opinion is not binding on the Service,
and there can be no assurance, and none is hereby given, that the Service will
not take a position contrary to one or more of the positions reflected in the
foregoing opinion, or that our opinion will be upheld by the courts if
challenged by the Service. However, we believe that a court, if such issues were
litigated, is more likely than not to concur with our opinion.
Further, the opinions set forth above represent our conclusions based
upon the documents reviewed by us and the facts presented to us. Any material
amendments to such documents or changes in any significant fact would affect the
opinions expressed herein.
USE OF OPINION
This opinion is given solely for the benefit of the parties to the
Plan, the stockholders of the Mid-Tier, and Eligible Account Holders,
Supplemental Eligible Account Holders and Other Members who purchase stock
pursuant to the Plan, and may not be relied upon by any other party or entity or
referred to in any document without our express written consent.
Boards of Directors
FloridaFirst Bank
FloridaFirst Bancorp
FloridaFirst Bancorp, Inc.
FloridaFirst Bancorp MHC
September 1, 2000
Page 13
CONSENT
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-1 ("Form S-1") to be filed by the Holding
Company with the Securities and Exchange Commission, and as an exhibit to the
MHC's Application for Conversion on the Form AC as filed with the OTS ("Form
AC"), and to the references to our firm in the Prospectus which is part of both
the Form S-1 and the Form AC.
Very truly yours,
/s/Malizia Spidi & Fisch, PC
--------------------------------
Malizia Spidi & Fisch, PC