EXHIBIT 8.1
December ___, 2001
SunTrust Banks, Inc.
303 Peachtree Street, N.E.
Atlanta, Georgia 30308
Ladies and Gentlemen:
We have acted as tax counsel to SunTrust Banks, Inc., a Georgia
corporation (the "Company"), and to SunTrust Capital V, a Delaware statutory
business trust (the "Trust"), in connection with the proposed offering by the
Trust of its trust preferred securities (the "Preferred Securities") as
described in that certain prospectus dated November 26, 2001, as supplemented by
a prospectus supplement to be dated on or about December 4, 2001 (together, the
"Prospectus Supplement"). The Preferred Securities will represent beneficial
ownership interests in the assets of the Trust, which will consist of
subordinated deferrable interest debentures to be issued by the Company (the
"Subordinated Debt Securities"). In connection therewith, you have requested our
opinions regarding (i) the federal income tax classification of the Subordinated
Debt Securities, (ii) the federal income tax classification of the Trust, and
(iii) the accuracy of the discussion included in the Prospectus Supplement under
the heading "Certain United States Federal Income Tax Consequences."
In rendering the opinions expressed herein, we have examined such
documents as we have deemed appropriate including, without limitation, (i) the
Registration Statement on Form
S-3 (Registration Statement No. 333-73368, No. 333-73368-01 and No.
333-73368-02 (the "Registration Statement"), filed with the Commission in
accordance with the Act on November 14, 2001, including the exhibits thereto and
the documents incorporated by reference therein, at the time the Registration
Statement became effective; (ii) the Prospectus Supplement; (iii) the Indenture
dated November 14, 2001 between the Company and Bank One N.A., as trustee (the
"Trustee"); (iv) the form of First Supplemental Indenture to be entered into by
the Company and the Trustee; (v) the form of Subordinated Debt Security to be
issued by the Company; and (vi) the form of Amended and Restated Declaration of
Trust to be entered into by the Company, the Trust, the Institutional Trustee,
the Delaware Trustee and the Regular Trustees.
In such review we have assumed the genuineness of signatures on all
documents submitted to us as originals and the conformity to original documents
of all copies submitted to us as certified, conformed or photographic copies,
and, as to certificates of public officials, we have assumed the same to be
accurate and to have been given properly. We have also reviewed such matters of
law as we have deemed necessary as a basis for the opinions hereinafter
expressed.
In our examination of such documents and in our reliance upon them in
rendering our opinions, we have assumed that such documents have been or will be
duly executed and validly signed or filed, to the extent required, in
substantially the same form as they have been provided to us; that each executed
document (as applicable) will constitute the legal, valid, binding, and
enforceable agreement of the signatory parties; that all representations and
statements set forth in such documents will be true, accurate, and complete; and
that all obligations imposed on, or covenants agreed to by, the parties pursuant
to any of such documents have been or will be performed or satisfied in
accordance with their terms. We also have obtained such additional information,
upon which we also have relied in rendering our opinions, as we have deemed
relevant and necessary through consultations with various representatives of the
Company.
Based upon and subject to the foregoing, it is our opinion that:
1. The Subordinated Debt Securities will be treated as
indebtedness of the Company for United States federal income tax
purposes.
2. The Trust will be classified as a grantor trust and
will not be treated as an association taxable as a corporation for
United States federal income tax purposes. As a result, each beneficial
owner of Preferred Securities will be required to include in its gross
income its pro rata share of the interest or original issue discount
paid or accrued with respect to the Subordinated Debt Securities,
whether or not cash is actually distributed to Security holders.
3. The discussion contained in that portion of the
Prospectus Supplement under the caption "Certain United States Federal
Income Tax Consequences" constitutes, in all material respects, a fair
and accurate summary of the principal United States federal income tax
consequences of the purchase, ownership, and disposition of Preferred
Securities under current law.
The opinions expressed herein are based upon existing statutory,
regulatory, administrative, and judicial authority in effect as of the date of
this letter, any of which may be changed at any time with retroactive effect.
Further, our opinions are based solely on the documents that we have examined
and the additional information that we have obtained. Our opinions cannot be
relied upon if any of the material facts contained in such documents or any such
additional information is, or later becomes, materially inaccurate. Our opinions
represent our legal judgment, have no official status of any kind, and are not
binding upon the Internal Revenue Service or any court.
Finally, our opinions are limited to the tax matters specifically
addressed herein. We have not been asked to address herein, nor have we
addressed herein, any other tax consequences of the offering of the Preferred
Securities, including, but not limited to, any state, local, or foreign tax
consequences.
We have furnished this letter in our capacity as counsel to the Company
and the Trust solely in connection with the offering of the Preferred
Securities. This letter is for the benefit of the Company and the Trust and may
not be relied upon for any other purpose without our express written consent.
We hereby consent, however, to the filing of this letter as an exhibit
to the Registration Statement and to reference of our name under the captions
"Certain United States Federal Income Tax Consequences" and "Legal Matters" in
the Prospectus Supplement. In giving such consent, we do not thereby admit that
we are included within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933 or rules and regulations promulgated
thereunder.
Very truly yours,
KING & SPALDING