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EXHIBIT 8.2
February 29, 1996
Financial Benefit Group, Inc.
7251 West Palmetto Park Road
Boca Raton, Florida 33433
Ladies and Gentlemen:
This opinion is delivered in our capacity as counsel to Financial
Benefit Group, Inc., a Delaware corporation ("FBG"), pursuant to Section 8.3(e)
of the Agreement and Plan of Merger dated as of September 8, 1995 (the "Merger
Agreement"), by and among FBG, AmVestors Financial Corporation, a Kansas
corporation ("AmVestors"), and AmVestors Acquisition Subsidiary, Inc., a
Delaware corporation and a wholly owned subsidiary of AmVestors ("Acquisition
Subsidiary"), and in connection with the filing of the Registration Statement
on Form S-4 No. 333-01309 (the "Registration Statement") filed as a Joint Proxy
Statement/Prospectus with the Securities and Exchange Commission on February
29, 1996. Capitalized terms not otherwise defined herein shall have the
meanings ascribed to them in the Merger Agreement.
In rendering this opinion, we have reviewed copies of the Merger
Agreement, the Registration Statement and such other documents as we have
deemed necessary or relevant for purposes of this opinion. In addition to
these documents, we have relied upon the written representations of FBG and
AmVestors as to certain factual matters.
In rendering the opinions set forth herein, we have assumed (i) the
genuineness of all signatures on documents we have examined, (ii) the
authenticity of all documents submitted to us as originals, (iii) the
conformity to the original documents of all documents submitted to us as
copies, (iv) the authority and capacity of the individual or individuals who
executed any such documents on behalf of any person, (v) the accuracy and
completeness of all documents made available to us and (vi) the accuracy as to
facts of all representations, warranties and written statements. We have also
assumed, without investigation, that all documents, warranties and covenants
relating to the Merger on which we have relied in rendering the opinions set
forth herein and that were given or dated earlier than the date of this letter
continue to remain accurate, insofar as relevant to the opinions set forth
herein, from such earlier date through and including the date of this letter.
Finally, we have assumed that the AmVestors Stock Price will exceed $9.00 at
the Effective Time of the Merger.
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Financial Benefit Group, Inc.
February 29, 1996
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Based upon the foregoing, we are of the opinion that the Merger, when
consummated in accordance with the terms of the Merger Agreement and as
described in the Registration Statement, will constitute a reorganization
within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as
amended (the "Code"), and that the information set forth in the Registration
Statement under the heading "Certain Federal Income Tax Consequences," to the
extent that it constitutes matters of law, summaries of legal matters, or legal
conclusions, is accurate in all material respects.
The foregoing opinions reflect our best professional judgment as to
the correct federal income tax treatment, under current law, of those aspects
of the proposed transactions to which the opinions relate. We note that our
opinion is based upon our review of the documents described above, the
statements, representations and assumptions referred to above, the provisions
of the Code, the regulations, published rulings and announcements thereunder,
and the judicial interpretations thereof currently in effect. Any change in
applicable law or any of the facts and circumstances described in the
Registration Statement, or inaccuracy of any statements, representations or
assumptions on which we have relied, may affect the continuing validity of our
opinion.
We express no opinion regarding the potential impact on the Merger of
events occurring after the Merger, including, without limitation, any possible
future liquidation of Acquisition Subsidiary.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the headings "Certain
Federal Income Tax Consequences" and "Legal Matters" in the prospectus filed as
a part thereof. We also consent to your filing copies of this opinion as an
exhibit to the Registration Statement with agencies of such states as you deem
necessary in the course of complying with the laws of such states regarding the
Merger. In giving this consent, we do not hereby admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933 or the rules and regulations of the Securities and Exchange
Commission.
Very truly yours,
/s/ LORD, BISSELL & BROOK
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LORD, BISSELL & BROOK