Exhibit 8.1
MALIZIA, SPIDI, SLOANE & FISCH, P.C.
Attorneys at Law
One Franklin Square
1301 K Street, N.W.
Suite 700 East
Washington, D.C. 20005
Telephone: (202) 434-4660
Telecopier: (202) 434-4661
May 30, 1997
Board of Directors
Premier Financial Bancorp, Inc.
120 N. Hamilton Street
Georgetown, Kentucky 40324
Dear Board Members:
We have acted as special tax counsel to Premier Financial Bancorp, Inc.
(the "Company") and to PFBI Capital Trust (the "Trust") in connection with the
registration statement of the Company and the Trust on Form S-1 (Registration
Nos. 333-27943 and 333- 27943-01, for the Company and the Trust, respectively),
as amended ("Registration Statement"), of which a prospectus ("Prospectus") is a
part, filed by the Company and the Trust with the United States Securities and
Exchange Commission under the Securities Act of 1933, as amended. This opinion
is furnished pursuant to the requirements of Item 601(b)(8) of Regulation S-K.
For the purposes of rendering this opinion, we have reviewed and relied
upon the Registration Statement and such other documents and instruments as we
deemed necessary for the rendering of this opinion. In our examination of
relevant documents, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as copies, the authenticity
of such copies and the accuracy and completeness of all corporate records made
available to us by the Company and the Trust.
Based solely upon our review of such documents, and upon such
information as the Company has provided to us (which we have not attempted to
verify in any respect), and reliance upon such documents and information, we
hereby adopt and incorporate by reference the opinion set forth in the
Prospectus under the caption "Certain Federal Income Tax Consequences."
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,
Board of Directors
Premier Financial Bancorp, Inc.
May 30, 1997
Page 2
our opinion is based on the Internal Revenue Code of 1986, as amended,
applicable Treasury regulations promulgated thereunder, and Internal Revenue
Service rulings, procedures, and other pronouncements published by the United
States Internal Revenue 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 Internal Revenue Service, and there can be no assurance, and none is
hereby given, that the Internal Revenue 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 Internal
Revenue Service.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the use of our name in the Prospectus
under the caption "Certain Federal Income Tax Consequences."
Sincerely,
/s/Malizia, Spidi, Sloane & Fisch, P.C.
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MALIZIA, SPIDI, SLOANE & FISCH, P.C.