Exhibit 8.2
July __, 2004
Western Ohio Financial Corporation
28 East Main Street
Springfield, OH 45502
RE: MERGER PURSUANT TO THE AGREEMENT AND PLAN OF MERGER, DATED AS OF APRIL 1,
2004, AND THE FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER, DATED AS
OF APRIL 14, 2004 (COLLECTIVELY, THE "AGREEMENT") AMONG WESBANCO, INC., A
WEST VIRGINIA CORPORATION ("PARENT"), WOFC, INC., A WEST VIRGINIA
CORPORATION AND A WHOLLY-OWNED SUBSIDIARY OF PARENT ("MERGER SUB"), AND
WESTERN OHIO FINANCIAL CORPORATION, A DELAWARE CORPORATION ("WESTERN
OHIO").
Ladies and Gentlemen:
We have acted as counsel to Western Ohio in connection with the anticipated
merger of Western Ohio with and into Parent (the "Merger"), with Parent
surviving the Merger pursuant to the Agreement. The Merger is described in the
Registration Statement of Parent on Form S-4 (the "Registration Statement"), to
be filed on or about the date hereof with the Securities and Exchange Commission
(the "SEC") under the Securities Act of 1933, as amended (the "Act"). The
Registration Statement includes the proxy statement/prospectus of Parent and
Western Ohio (the "Proxy Statement/Prospectus"). Capitalized terms used herein
and not otherwise defined have the meaning ascribed to them in the Agreement or
in the Registration Statement.
In connection with this opinion, we have examined and are familiar with the
Agreement, the Registration Statement, the tax representation letters of even
date herewith delivered to us by Parent and Western Ohio, respectively (the "Tax
Representation Letters"), and such other presently existing documents, records
and matters of law as we have deemed necessary or appropriate for purposes of
our opinion and are relying on the Tax Representations Letters and such other
documents and records, without any independent investigation or review thereof.
In addition, in connection with rendering this opinion we have assumed, without
any independent investigation or review thereof, that:
1. The Merger will be consummated in the manner contemplated by the Proxy
Statement/Prospectus and in accordance with the provisions of the Agreement
without waiver or modification of any material terms or conditions;
2. Original documents (including signatures) are authentic, documents
submitted to us as copies conform to the original documents and all such
documents have been (or will be by
Western Ohio Financial Corporation
July __, 2004
Page 2
the Effective Time) duly and validly executed and delivered where due
execution and delivery are prerequisites to the effectiveness thereof;
3. All representations, warranties and statements made or agreed to by Parent,
Western Ohio, their managements, employees, officers, directors or
shareholders in connection with the Merger, including, but not limited to,
those set forth in the Agreement (including the exhibits thereto) and the
Tax Representation Letters, are true and accurate at all relevant times;
4. That any such representations or warranties made "to the knowledge" or
based on the belief of Parent or Western Ohio or similarly qualified are
true and accurate, and will continue to be true and accurate at all times
through the Effective Time, without such qualification;
5. All covenants contained in the Agreement (including exhibits thereto) and
the Tax Representation Letters will be performed without waiver or
modification of any material provision thereof; and
6. The federal income tax and financial accounting consequences of the Merger
will be reported by Parent and Western Ohio in a manner consistent with the
Merger being treated as a reorganization described in Section 368(a) of the
Internal Revenue Code of 1986, as amended (the "Code").
Our opinion is based upon the Code, Treasury Regulations promulgated thereunder,
and administrative and judicial interpretations thereof, all as of the date
hereof and all of which are subject to change, possibly on a retroactive basis.
In rendering this opinion we are only expressing our views as to the federal
income tax laws of the United States of America.
Based on our examination of the foregoing items and subject to the limitations,
qualifications, assumptions and caveats set forth herein and in the Registration
Statement, we are of the opinion that, under current U.S. federal income tax
law, if the Merger is consummated in accordance with the Agreement, then the
Merger will qualify as a "reorganization" within the meaning of Section 368(a)
of the Code and each of Parent and Western Ohio will be a "party" to the
reorganization within the meaning of Section 368(b) of the Code.
This opinion does not address the various state, local or foreign tax
consequences that may result from the Merger or any other transactions
contemplated by the Agreement. In addition, no opinion is expressed as to any
federal income tax consequence of the Merger or any other transactions
contemplated by the Agreement, except as specifically set forth herein. This
opinion may not be relied upon except with respect to the matters specifically
discussed herein. No opinion is expressed as to the federal income tax treatment
that may be relevant to a particular investor in light of personal circumstances
or to certain types of investors subject to special treatment under the federal
income tax laws.
Western Ohio Financial Corporation
July __, 2004
Page 3
No opinion is expressed as to any transaction whatsoever, including the Merger,
if not all of the transactions described in the Agreement are consummated in
accordance with the terms of the Agreement and without waiver of any material
provision thereof. To the extent that any of the representations, warranties,
statements and assumptions material to our opinion and upon which we have relied
are not accurate and complete in all material respects at all relevant times,
our opinion could be adversely affected and should not be relied upon.
This opinion represents only our best judgment as to the federal income tax
consequences of the Merger and is not binding on the Internal Revenue Service or
any court of law, tribunal, administrative agency or other governmental body.
The conclusions are based on the Code, existing judicial decisions,
administrative regulations and published rulings. No assurance can be given that
future legislative, judicial or administrative changes or interpretations would
not adversely affect the accuracy of the conclusions stated herein.
Nevertheless, by rendering this opinion we undertake no responsibility to advise
you of any new developments in the application or interpretation of the federal
income tax laws.
This opinion is furnished to you solely for use in connection with the
Registration Statement and may not be relied upon or utilized for any other
purpose or by any other person and may not be made available to any other person
without our prior written consent. We hereby consent to the filing of this
opinion as an exhibit to the Registration Statement. We also consent to the
reference to our firm name wherever appearing in the Registration Statement,
including the Proxy Statement/Prospectus constituting parts thereof, and any
amendment thereto, with respect to the discussion therein under the heading
"Certain Federal Income Tax Consequences of the Merger." In giving this consent,
we do not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the SEC
thereunder, nor do we thereby admit that we are experts with respect to any part
of the Registration Statement within the meaning of the term "experts" as used
in the Act or the rules and regulations of the SEC thereunder.
Very truly yours,
KATTEN MUCHIN ZAVIS ROSENMAN