EXHIBIT 8
[Form of Opinion]
_______________, 2006
The Farwell State Savings Bank
399 West Main Street
Farwell, Michigan 48622
Farmers State Bank of Breckenridge
316 East Saginaw
Breckenridge, Michigan 48615
IBT Bancorp, Inc.
200 East Broadway
Mt. Pleasant, Michigan 48858
Dear Board of Directors:
Re: Tax Opinion--Merger of Farwell State Savings Bank with and into Farmers
State Bank of Breckenridge, a wholly-owned subsidiary of IBT Bancorp, Inc.
You have requested our opinion as to certain federal income tax consequences of
the proposed merger (the "Merger") of Farwell State Savings Bank ("Farwell")
with and into Farmers State Bank of Breckenridge ("Farmers"), a wholly-owned
subsidiary of IBT Bancorp, Inc. ("IBT"), pursuant to the Amended and Restated
Agreement and Plan of Merger, dated as of May 2, 2006, by and among Farmers,
Farwell, and IBT (the "Merger Agreement"). All capitalized terms not defined
herein shall have the meanings given to them in the Merger Agreement.
FACTS:
In connection with this opinion, we have reviewed (i) the Merger Agreement, (ii)
the Form S-4, including the Proxy Statement/Prospectus forming a part thereof,
and (iii) such other documents concerning the Merger as we have deemed necessary
(the documents referred to in (i), (ii), and (iii) above, collectively, the
"Merger Documents").
With respect to the various factual matters material to our opinion, we have
relied upon certificates of certain officers of IBT and Farwell (the "Officers'
Certificates"). We have assumed the correctness of the factual matters contained
in such reliance sources and have made no independent investigation for the
purpose of confirming that such factual matters are correct. As to all matters
in which a person or entity has represented that such person or entity either is
not a party to, does not have, or is not aware of, any plan or intention,
understanding or agreement, we have assumed that there is in fact no plan,
intention, understanding or agreement. We have also assumed that the Merger will
be consummated in accordance with the Merger Agreement.
Exhibit 8-1
We have assumed (i) the genuineness of all signatures on the Merger Documents;
(ii) the due authorization, execution and delivery of all documents and the
validity and binding effect thereof; (iii) the authenticity of all documents
submitted to us as originals; (iv) the conformity to the originals of all
documents submitted to us as copies and the authenticity of the originals from
which the copies were made; (v) the legal capacity of natural persons; and (vi)
the correctness, without qualification, of any statement made in any of the
documents referred to herein "to the best of the knowledge" of any person or
party.
We have also assumed that (i) the transactions contemplated by the Merger
Agreement will be consummated in accordance with the provisions of the Merger
Agreement and as described in the Form S-4 (and that no transaction or condition
described therein and affecting this opinion will be waived by any party), and
(ii) the statements concerning the transaction and the parties thereto set forth
in the Merger Agreement are, and will be as of the Effective Time of the Merger,
true, complete and correct, and the Form S-4 is true complete and correct. If
any of the above-described assumptions are untrue for any reason or if the
transaction is not consummated in accordance with the provisions of the Merger
Agreement and as described in the Form S-4, our opinion set forth below may be
adversely affected.
OPINION:
Based on the foregoing and subject to the limitations and qualifications set
forth herein, we give our opinion as follows:
1. The Merger will qualify as a reorganization within the meaning of Section
368(a) of the Internal Revenue Code (the "Code"), and IBT, Farmers and
Farwell will each qualify as a "party to a reorganization" within the
meaning of Section 368(b) of the Code.
2. No gain or loss will be recognized for federal tax purposes by IBT, Farmers
or Farwell as a result of the Merger.
3. A Farwell shareholder who receives IBT Shares and cash in exchange for
Farwell Shares will be treated as receiving such Merger Consideration as a
payment in redemption of such Farwell Shares subject to the provisions of
Section 302 of the Code. If the deemed redemption is treated as an exchange
under Section 302(b) of the Code, gain, but not loss, will be recognized to
the extent of the lesser of: (i) the amount of cash received by the Farwell
shareholder, or (ii) the excess of (A) the sum of the value of Farwell
Shares and cash received by such Farwell shareholder over (B) the Farwell
shareholder's aggregate tax basis in the Farwell Shares exchanged. If the
deemed redemption is treated as a dividend under Section 302 of the Code,
the Farwell shareholder will recognize the amount of gain described in the
immediately preceding sentence, and such gain will be treated as a dividend
to the extent of such Farwell shareholder's ratable share of accumulated
earnings and profits.
4. Any Farwell shareholder who receives cash in lieu of a fractional share
interest shall be treated as receiving a payment in redemption of such
fractional interest subject to the provisions of Section 302 of the Code.
Gain or loss will be realized and recognized by such Farwell shareholder
measured by the difference between the redemption price and the portion of
the Farwell shareholder's basis in the Farwell Shares allocable to such
fractional share interest.
5. The aggregate tax basis of the IBT Shares received by each Farwell
shareholder will be equal to the aggregate tax basis of such Farwell
shareholder's Farwell Shares surrendered therefor in the Merger decreased
by any cash received, and by the amount of any tax basis allocable to any
fractional share interest for which cash is received, and increased by any
gain recognized.
Exhibit 8-2
6. The holding period under Section 1223 of the Code for the shares of IBT
Shares received by each Farwell shareholder will include the holding period
for the Farwell Shares of such Farwell shareholder surrendered therefor in
the Merger, provided that the Farwell shareholder held such shares as a
capital asset on the date of the Merger.
In rendering our opinion, we have considered the applicable provisions of the
Code, Treasury Regulations promulgated thereunder, pertinent judicial
authorities, interpretive rulings of the Internal Revenue Service and other
authorities as we have considered relevant. Our opinion is limited to the
existing federal tax law of the United States of America and is expressed as of
the date hereof. We do not assume any obligation to update or supplement our
opinion to reflect any fact or circumstance which hereafter comes to our
attention or any change in law which hereafter occurs. Our opinions are limited
to the matters expressly stated. No opinion is implied or may be inferred beyond
such matters.
Our opinion expressed herein is made in connection with the Merger and is solely
for the benefit of Farmers, Farwell and IBT and the Farwell shareholders. We
hereby consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Form S-4. 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 of 1933, as amended. This opinion may not,
without our prior written consent, be otherwise distributed or relied upon by
any other person, filed with any other government agency or quoted in any other
document.
Very truly yours,
FOSTER, SWIFT, COLLINS & SMITH, P.C.
Exhibit 8-3