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EXHIBIT 8.2
[FULBRIGHT & JAWORSKI LLP LETTERHEAD]
March ___, 2001
InterContinental Life Corporation
6500 Red River Blvd., Building One
Austin, Texas 78730
Gentlemen:
You have requested our opinion concerning certain United States federal
income tax consequences of the proposed merger (the "Merger") of ILCO
Acquisition Company, a Texas corporation ("Sub") and a direct, wholly-owned
subsidiary of Financial Industries Corporation, a Texas corporation ("FIC"),
with and into InterContinental Life Corporation, a Texas corporation ("ILCO").
Pursuant to the Merger, FIC will acquire all of the stock of ILCO solely in
exchange for voting stock of FIC.
Descriptions of the parties and of the Merger and related transactions
are set forth in (i) the Agreement and Plan of Merger by and among FIC, Sub and
ILCO, dated as of January 17, 2001 (the "Merger Agreement"), and (ii) the Joint
Proxy Statement/Prospectus included as part of the Registration Statement on
Form S-4 filed with the Securities and Exchange Commission on February 1, 2001
(collectively, and with all amendments thereto, the "Registration Statement").
ILCO and FIC have represented to us that the information contained in
the Agreement and the Registration Statement is accurate and complete. In
addition, we assume such information will be accurate and complete as of the
effective time of the Merger. In connection with this opinion we have reviewed
the Agreement and the Registration Statement, and ILCO and FIC have represented
to us that the Merger will be carried out in accordance with the terms of the
Agreement.
SUMMARY OF TRANSACTIONS
Pursuant to the Merger Agreement, at the effective time Sub will be
merged with and into ILCO pursuant to the provisions of and with the effect
provided in the Texas Business Corporation Act. ILCO will be the surviving
corporation resulting from the Merger. In the Merger, ILCO will succeed to all
of the assets of Sub.
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At the effective time of the Merger, the issued and outstanding capital
stock of ILCO will consist solely of the shares of common stock, $0.22 par value
("ILCO Common Stock"). In the Merger, each share of ILCO Common Stock not owned
by FIC will be converted into one and one-tenth (1.10) shares of voting common
stock, $0.20 par value, of FIC ("FIC Common Stock") as provided in the Merger
Agreement. Each share of ILCO Common Stock owned by FIC prior to the Merger will
be canceled and retired.
Pursuant to the Merger Agreement, cash will be paid in lieu of any
factional shares of FIC Common Stock. Apart from the cash paid in lieu of
fractional shares, the consideration paid to ILCO shareholders for their ILCO
Stock will consist solely of FIC Common Stock.
The Agreement provides that the parties intend the Merger to constitute
a reorganization within the meaning of section 368(a) of the Internal Revenue
Code of 1986, as amended (the "Code"). Further ILCO and FIC have made certain
representations to us in certificates dated the same date as this opinion.
Copies of those certificates are attached hereto as Exhibit A.
OPINION
Based upon the facts and statements set forth above, our examination
and review of the documents referred to above and subject to the assumption and
qualifications set forth herein, it is our opinion that for United States
federal income tax purposes:
1. The Merger will constitute a reorganization within the meaning
of section 368(a) of the Code;
2. FIC, Sub and ILCO will each be a party to the reorganization
within the meaning of section 368(b) of the Code; and
3. No gain or loss will be recognized by the shareholders of ILCO
upon the receipt of FIC Common Stock in exchange for ILCO
Common Stock pursuant to the Merger, except with respect to
any cash received in lieu of fractional shares.
LIMITATIONS AND QUALIFICATIONS
This opinion is based on statutes, regulations promulgated thereunder,
and governmental rulings and court decisions published to date, all of which are
subject to change by the Congress, governmental agencies, and the courts. Our
opinion does not address all tax consequences applicable to the Merger and is
limited to the conclusions set forth above, and no other opinions are expressed
or implied. Moreover, tax consequences which are different from or in addition
to those described herein may apply to ILCO shareholders who are subject to
special treatment under the United States federal income tax laws, including,
without limitation, those referred to in the first paragraph under "The
Merger-Material U.S. Federal Income Tax Consequences of the Merger" of the Joint
Proxy
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Statement/Prospectus. Further, our opinion is limited to the United States
federal income tax consequences of the transactions described herein. Thus, for
example, no opinion is expressed concerning any state, local, or foreign tax
consequences of such transactions.
The parties have not requested or received any advance ruling from the
Internal Revenue Service (the "Service") pertaining to the transactions
described herein. Our opinion is not binding upon the Service or any court.
Accordingly, the Service may challenge some or all of the conclusions set forth
above in the audit of an ILCO shareholder or of one or more of the parties to
the Merger. If such challenge occurs, it may be necessary to resort to
administrative proceedings or litigation in an effort to sustain such
conclusions, and there can be no assurance that such conclusions ultimately will
be sustained.
The opinions set forth above are based in part upon facts and
representations concerning the transactions contained in the Agreements and upon
the additional representations set forth in the certificates of FIC and ILCO. We
have informed the parties that any consideration paid for ILCO Common Stock
other than FIC Common Stock and cash in lieu of fractional shares could cause
the exchange of ILCO Common Stock for FIC Common Stock to be taxable and, in
addition to the other factual representations, have been assured by FIC and ILCO
that no consideration other than FIC Common Stock and cash in lieu of fractional
shares will be exchanged for shares of ILCO Common Stock. In addition, we have
been assured by FIC t hat neither FIC nor any person who owns more than 4.5% of
FIC has determined to sell FIC or to enter into a transaction that would result
in the sale, exchange or other disposition of 75% or more of the FIC Common
Stock outstanding after the Merger. We have not made an independent
investigation to determine the accuracy or completeness of such facts and
representations, and our opinion is conditioned on the accuracy and completeness
of such facts and representations and upon the assumption that they will be
accurate and complete as of the effective time of the Merger.
We hereby consent t o t he filing of t his opinion as an exhibit to the
Registration Statement, and to the reference to us under the captions "The
Merger-Material U.S. Federal Income Tax Consequences of the Merger" and "Legal
Matters" in the Proxy Statement/Prospectus forming a part of the Registration
Statement. In giving this consent, however, we do not hereby admit that we are
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within the category of persons whose consent is required under section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
Fulbright & Jaworski L.L.P.